<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)*
RED BRICK SYSTEMS, INC.
-----------------------
(NAME OF ISSUER)
COMMON STOCK, $.0001 PAR VALUE
PREFERRED SHARE PURCHASE RIGHTS
-------------------------------
(TITLE OF CLASS OF SECURITIES)
756422101
--------------
(CUSIP NUMBER)
RICHARD J. LAMPEN
EXECUTIVE VICE PRESIDENT & GENERAL COUNSEL
NEW VALLEY CORPORATION
100 S.E. SECOND STREET, 32ND FLOOR
MIAMI, FL 33131
(305) 579-8000
---------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
SEPTEMBER 25, 1998
------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d.1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 17 Pages
<PAGE> 2
- ------------------------- --------------------------
CUSIP NO. 756422101 PAGE 2 OF 17 PAGES
- ------------------------- --------------------------
================================================================================
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
NEW VALLEY CORPORATION
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions) WC, OO
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
================================================================================
7 Sole Voting Power
609,015
-----------------------------------------------------
8 Shared Voting Power
- 0 -
-----------------------------------------------------
Number of Shares 9 Sole Dispositive Power
Beneficially Owned by
Each Reporting Person 609,015
With -----------------------------------------------------
10 Shared Dispositive Power
- 0 -
================================================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person
609,015
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
4.85%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions) CO
================================================================================
<PAGE> 3
- ------------------------- --------------------------
CUSIP NO. 756422101 PAGE 3 OF 17 PAGES
- ------------------------- --------------------------
================================================================================
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
NEW VALLEY HOLDINGS, INC.
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions) N/A
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
================================================================================
7 Sole Voting Power
- 0 -
-----------------------------------------------------
8 Shared Voting Power
- 0 -
-----------------------------------------------------
Number of Shares 9 Sole Dispositive Power
Beneficially Owned by
Each Reporting Person - 0 -
With -----------------------------------------------------
10 Shared Dispositive Power
- 0 -
================================================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person
- 0 -
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[X]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
0%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions) CO; HC
================================================================================
<PAGE> 4
- ------------------------- --------------------------
CUSIP NO. 756422101 PAGE 4 OF 17 PAGES
- ------------------------- --------------------------
================================================================================
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
BGLS INC.
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions) N/A
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
================================================================================
7 Sole Voting Power
- 0 -
-----------------------------------------------------
8 Shared Voting Power
- 0 -
-----------------------------------------------------
Number of Shares 9 Sole Dispositive Power
Beneficially Owned by
Each Reporting Person - 0 -
With -----------------------------------------------------
10 Shared Dispositive Power
- 0 -
================================================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person
- 0 -
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[X]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
0%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions) CO; HC
================================================================================
<PAGE> 5
- ------------------------- --------------------------
CUSIP NO. 756422101 PAGE 5 OF 17 PAGES
- ------------------------- --------------------------
================================================================================
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
BROOKE GROUP LTD.
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions) N/A
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
================================================================================
7 Sole Voting Power
- 0 -
-----------------------------------------------------
8 Shared Voting Power
- 0 -
-----------------------------------------------------
Number of Shares 9 Sole Dispositive Power
Beneficially Owned by
Each Reporting Person - 0 -
With -----------------------------------------------------
10 Shared Dispositive Power
- 0 -
================================================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person
- 0 -
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[X]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
0%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions) CO; HC
================================================================================
<PAGE> 6
- ------------------------- --------------------------
CUSIP NO. 756422101 PAGE 6 OF 17 PAGES
- ------------------------- --------------------------
================================================================================
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
BENNETT S. LEBOW
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions) PF
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
================================================================================
7 Sole Voting Power
25,000
-----------------------------------------------------
8 Shared Voting Power
- 0 -
-----------------------------------------------------
Number of Shares 9 Sole Dispositive Power
Beneficially Owned by
Each Reporting Person 25,000
With -----------------------------------------------------
10 Shared Dispositive Power
- 0 -
================================================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person
25,000
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[X]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
0.20%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions) IN
================================================================================
<PAGE> 7
ITEM 1. SECURITY AND ISSUER.
This Schedule relates to the Common Stock, par value $.0001 per share,
and associated Preferred Share Purchase Rights ("Common Stock"), of Red Brick
Systems, Inc., a Delaware corporation (the "Company"). The address of the
principal executive offices of the Company is: 485 Alberto Way, Los Gatos,
California 95032, (408) 399-3200.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule is being filed by the following persons:
(i) New Valley Corporation ("New Valley"), a Delaware corporation
in which New Valley Holdings, Inc. ("N.V. Holdings") holds
approximately 41.5% of the common stock and approximately
57.7% of the Class A Preferred Stock and in which BGLS Inc.
("BGLS") holds approximately 9.0% of the Class B Preferred
Stock and approximately 0.2% of the common stock;
(ii) N.V. Holdings, a Delaware corporation, which is a
wholly-owned subsidiary of BGLS;
(iii) BGLS, a Delaware corporation, which is a wholly-owned
subsidiary of Brooke Group Ltd. ("BGL");
(iv) BGL, a Delaware corporation, in which Bennett S. LeBow is the
direct or indirect owner of 43.1% of the common stock; and
(v) Bennett S. LeBow.
Each of the persons listed in (i) to (v) above is hereinafter referred
to individually as a "Reporting Person" and collectively as the "Reporting
Persons". The Reporting Persons collectively may be deemed to be a group
beneficially owning, in the aggregate, 634,015 shares of Common Stock
(collectively, the "Securities") or approximately 5.05% of the outstanding
shares of the Common Stock within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Act").
The filing of this Schedule shall not be construed as an admission that
any Reporting Person is, for purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this Schedule except for the
securities stated herein to be beneficially owned by such Reporting Person or
that the Reporting Persons are acting as a group within the meaning of Section
13(d)(3) of the Act.
(b),(c) New Valley is engaged, through Ladenburg Thalmann & Co. Inc.,
in the investment banking and brokerage business; through BrookeMil Ltd. and
Western Realty Development LLC, in real estate development in Russia; through
its New Valley Realty division, in the ownership and management of commercial
real estate in the United States; through its 73% interest in Thinking Machines
Corporation ("Thinking Machines"), in the computer software business; and in the
acquisition of operating companies.
Page 7 of 17 Pages
<PAGE> 8
BGL is a holding company for a number of businesses. BGL is principally
engaged, through its subsidiary Liggett Group Inc., in the manufacture and sale
of cigarettes in the United States; through its subsidiary Brooke (Overseas)
Ltd., in the manufacture and sale of cigarettes in Russia; and through its
investment in New Valley, in the investment banking and brokerage business, in
real estate development in Russia, in the ownership and management of commercial
real estate in the United States, in the computer software business, and in the
acquisition of operating companies. BGLS is a holding company for various
businesses of BGL, including N.V. Holdings which holds an approximate 57.7%
interest in New Valley's senior preferred shares and an approximate 42% voting
interest in New Valley. Mr. LeBow is the Chairman of the Board, President and
Chief Executive Officer of BGL, BGLS and N.V. Holdings and Chairman of the Board
and Chief Executive Officer of New Valley, and holds various positions with
BGL's subsidiary companies. A list of directors and executive officers of each
of BGL, BGLS, N.V. Holdings and New Valley is attached hereto as Exhibit A. The
principal business address and the principal office address of each of BGL, BGLS
and New Valley and, except as otherwise indicated, their respective directors
and executive officers and the business address of Mr. LeBow is 100 S.E. Second
Street, Miami, Florida 33131. The principal business address and principal
office address of N.V. Holdings and, except as otherwise indicated, its
directors and executive officers is 204 Plaza Centre, 3505 Silverside Road,
Wilmington, Delaware 19810.
(d),(e) None of the Reporting Persons and, to the best knowledge of the
Reporting Persons, none of the persons listed in Schedule A, during the last
five years, (1) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (2) was a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) Mr. LeBow is a citizen of the United States of America, and, to the
best knowledge of the Reporting Persons, each of the persons named in Schedule A
is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price for the Securities acquired by New Valley,
including shares acquired by its wholly-owned subsidiary Alki Corp. ("Alki"), a
Delaware corporation, was approximately $1,428,000. These Securities were
purchased with New Valley's working capital and funds that Alki borrowed
pursuant to a margin account in the regular course of business with Bear Stearns
& Co. A copy of the form of margin agreement with Bear Stearns & Co. is
incorporated by reference as Exhibit B hereto. The aggregate purchase price for
the Securities acquired by Mr. LeBow was approximately $67,000. These Securities
were purchased with Mr. LeBow's personal funds.
ITEM 4. PURPOSE OF TRANSACTIONS.
The Reporting Persons have acquired the Securities because, in their
opinion, such Securities are undervalued by the market at the present time. The
Securities were also acquired with a view towards the Reporting Persons
influencing material business decisions relating to the future of the Company.
In particular, the Reporting Persons are considering proposing to the Company a
potential business combination which may involve the Company, Thinking Machines,
New Valley's 73% owned subsidiary, and other computer software companies. The
Reporting Persons will monitor developments at the Company on a continuing
basis, and may communicate with members of management of the Company, with other
shareholders or potential shareholders of the Company and with other computer
software
Page 8 of 17 Pages
<PAGE> 9
companies concerning a proposed business combination involving Thinking Machines
and the Company or other matters relating to the Company.
Any of the Reporting Persons may acquire additional shares of Common
Stock or other securities of the Company (subject to availability at prices
deemed favorable) in the open market, in privately negotiated transactions or
otherwise. Alternatively, each Reporting Person reserves the right to dispose or
cause the disposal of some or all of the Securities in the open market, in
privately negotiated transactions or otherwise. In addition, each Reporting
Person may purchase or sell options on securities of the Company and may have a
short position in such securities. The possible activities of the Reporting
Persons are subject to change at any time.
Except as set forth in this Item 4, none of the Reporting Persons has
any present plans or proposals which relate or would result in any of the
matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the Reporting Persons may be deemed to be
acting as a group, within the meaning of Section 13(d)(3) of the Act,
beneficially owning, in the aggregate, 634,015 shares of Common Stock of the
Company, which constituted approximately 5.05% of the 12,556,159 shares of
Common Stock outstanding as of July 31, 1998 (as reported in the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998).
(b) With respect to the 609,015 shares of Common Stock acquired by New
Valley, New Valley exercises both sole voting power and sole dispositive power.
Since Mr. LeBow is the direct or indirect owner of 43.1% of the common stock of
BGL, which in turn controls BGLS, which in turn controls N.V. Holdings, which in
turn holds an approximate 57.7% interest in New Valley's senior preferred shares
and an approximate 42% voting interest in New Valley, each of these Reporting
Persons may be deemed to exercise both voting power and dispositive power with
respect to such shares.
Bennett S. LeBow exercises both sole voting power and dispositive power
over the 25,000 shares of Common Stock beneficially owned by him.
Under the definition of "beneficial ownership" in Rule 13d-3
promulgated under the Act, each of the Reporting Persons may be deemed to
beneficially own the Securities owned by each other Reporting Person since Mr.
LeBow is the direct or indirect owner of 43.1% of the common stock of BGL, which
in turn owns 100% of the capital stock of BGLS, which in turn owns 100% of the
capital stock of N.V. Holdings, which in turn holds an approximate 57.7%
interest in New Valley's senior preferred shares and an approximate 42% voting
interest in New Valley. The filing of this Schedule and the disclosure of this
information shall not be construed as an admission that any of the Reporting
Persons other than New Valley is the beneficial owner of any of the Securities
owned by New Valley either for purposes of Section 13(d) of the Act or for any
other purpose, and such beneficial ownership is expressly disclaimed. Under the
definition of "beneficial ownership," it is also possible that members of the
Board of Directors of New Valley (including Mr. LeBow), in their capacities as
such, might be deemed to be beneficial owners of the Securities and share the
voting and dispositive powers with regard to the Securities. Neither the filing
of this Schedule nor any of its contents shall be construed as an admission that
the directors of New Valley are beneficial owners of any of the Securities,
either for purposes of Section 13(d) of the Act or for any other purpose, and
such beneficial ownership is expressly disclaimed.
Page 9 of 17 Pages
<PAGE> 10
(c) From August 4, 1998 to September 25, 1998, New Valley purchased
in the open market on NASDAQ 609,015 shares of Common Stock as described in
Exhibit C, which is attached hereto and incorporated herein by reference. From
July 20, 1998 to August 6, 1998, Mr. LeBow purchased in the open market on
NASDAQ 25,000 shares of Common Stock as described in Exhibit C.
(d) No persons other than New Valley and Mr. LeBow have the right to
receive or power to direct the receipt of dividends from, or the proceeds from
the sale of, the Securities.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See Item 3 with respect to the margin loan.
ITEM 7. Material to be Filed as Exhibits.
The following documents are attached as exhibits to this Schedule.
Such documents are summarized in this Schedule, but the summaries are not
complete and are qualified in their entirety by reference to the entire
documents attached hereto.
Exhibit A: Executive Officers and Directors of the Reporting Persons.
Exhibit B: Form of Margin Agreement dated September 12, 1995, between Alki and
Bear Stearns & Co. (incorporated by reference to Exhibit 2 in the
Schedule 13D filed by, among others, New Valley with the Securities
and Exchange Commission on March 11, 1996, as amended, with respect
to the common stock of RJR Nabisco Holdings Corp.).
Exhibit C: Transactions in the Common Stock in the past 60 days.
Exhibit D: Joint Filing Agreement among the Reporting Persons.
Page 10 of 17 Pages
<PAGE> 11
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 29, 1998
NEW VALLEY CORPORATION
By: /s/ Richard J. Lampen
---------------------------------
Name: Richard J. Lampen
Title: Executive Vice President
NEW VALLEY HOLDINGS, INC.
By: /s/ Richard J. Lampen
---------------------------------
Name: Richard J. Lampen
Title: Executive Vice President
BGLS INC.
By: /s/ Richard J. Lampen
---------------------------------
Name: Richard J. Lampen
Title: Executive Vice President
BROOKE GROUP LTD.
By: /s/ Richard J. Lampen
---------------------------------
Name: Richard J. Lampen
Title: Executive Vice President
/s/ Bennett S. Lebow
---------------------------------
Bennett S. LeBow
Page 11 of 17 Pages
<PAGE> 12
EXHIBIT A
---------
EXECUTIVE OFFICERS AND DIRECTORS OF THE REPORTING PERSONS:
The names, present principal occupations or employment and business
addresses of the executive officers and directors of each of the Reporting
Persons are set forth below. If no address is given, the executive officer's or
director's business address is that of the Reporting Person. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to the
Reporting Person.
<TABLE>
<CAPTION>
<S> <C>
BROOKE GROUP LTD.:
NAME: PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; BUSINESS ADDRESS:
- ----- -------------------------------------------------------------
Bennett S. LeBow Chairman of the Board, President and Chief Executive Officer
Richard J. Lampen Executive Vice President
Joselynn D. Van Siclen Vice President, Chief Financial Officer and Treasurer
Marc N. Bell Vice President, Secretary and General Counsel
Robert J. Eide Director; Secretary and Treasurer, Aegis Capital Corp. (a registered broker
dealer), 70 E. Sunrise Hwy., Valley Stream, NY 11581
Jeffrey S. Podell Director; Chairman of the Board and President, Newsote, Inc. (a privately-held
holding company), 26 Jefferson St., Passaic, NJ 07055
Jean E. Sharpe Director; Private Investor, 462 Haines Road, Mt. Kisco, NY 10549
BGLS INC.:
NAME: PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; BUSINESS ADDRESS:
- ----- -------------------------------------------------------------
Bennett S. LeBow Chairman of the Board, President and Chief Executive Officer
Richard J. Lampen Executive Vice President
Joselynn D. Van Siclen Vice President, Treasurer and Chief Financial Officer
Marc N. Bell Vice President, Secretary and General Counsel
Robert J. Eide Director; Secretary and Treasurer, Aegis Capital Corp., 70 E. Sunrise Hwy., Valley
Stream, NY 11581
Jeffrey S. Podell Director; Chairman of the Board and President, Newsote, Inc., 26 Jefferson St.,
Passaic, NJ 07055
Jean E. Sharpe Director, Private Investor, 462 Haines Road, Mt. Kisco, NY 10549
</TABLE>
Page 12 of 17 Pages
<PAGE> 13
<TABLE>
<CAPTION>
<S> <C>
NEW VALLEY HOLDINGS, INC.:
NAME: PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; BUSINESS ADDRESS:
- ----- -------------------------------------------------------------
Bennett S. LeBow Chairman of the Board, President and Chief Executive Officer
Richard J. Lampen Executive Vice President
Joselynn D. Van Siclen Vice President, Treasurer and Chief Financial Officer
Marc N. Bell Vice President, Secretary and General Counsel
Robert J. Eide Director; Secretary and Treasurer, Aegis Capital Corp., 70 E. Sunrise Hwy., Valley
Stream, NY 11581
Jeffrey S. Podell Director; Chairman of the Board and President, Newsote, Inc., 26 Jefferson St.,
Passaic, NJ 07055
NEW VALLEY CORPORATION:
NAME: PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; BUSINESS ADDRESS:
- ----- -------------------------------------------------------------
Bennett S. LeBow Chairman of the Board and Chief Executive Officer
Howard M. Lorber Director, President and Chief Operating Officer
Richard J. Lampen Director, Executive Vice President and General Counsel
J. Bryant Kirkland III Vice President, Treasurer and Chief Financial Officer
Marc N. Bell Vice President, Secretary and Associate General Counsel
Henry C. Beinstein Director; Executive Director, Schulte Roth & Zabel LLP (a law firm), 900 Third
Avenue, New York, NY 10022
Arnold I. Burns Director; Partner, Proskauer Rose L.P. (a law firm), 1585 Broadway, 23rd Floor, New
York, NY 10036
Ronald J. Kramer Director; Chairman and Chief Executive Officer of Ladenburg Thalmann Group Inc. (an
investment bank), 590 Madison Avenue, New York, NY 10022
Barry W. Ridings Director; Managing Director, BT Alex. Brown Incorporated (an investment bank), 1290
Avenue of the Americas, 10th Floor, New York, NY 10104
</TABLE>
Page 13 of 17 Pages
<PAGE> 14
EXHIBIT C
---------
TRANSACTIONS IN THE COMMON STOCK IN THE PAST 60 DAYS:
<TABLE>
<CAPTION>
No. of Shares Price Per
Name (1) Date Purchased Share(2)
---- ---- --------------- ---------
<S> <C> <C> <C>
New Valley 8/4/98 1,000 1.9688
27,400 2.0000
------
28,400
New Valley 8/5/98 54,790 2.0000
New Valley 8/6/98 11,400 2.2500
3,500 2.2813
7,800 2.3125
-------
22,700
New Valley 8/7/98 7,975 2.5000
New Valley 8/11/98 1,000 2.5000
New Valley 8/12/98 200 2.5000
50,000 2.6250
------
50,200
New Valley 8/13/98 9,900 2.5000
New Valley 8/14/98 25,000 2.3750
New Valley 8/17/98 50,000 2.2500
New Valley 8/18/98 1,800 2.2188
10,000 2.4063
1,500 2.4375
-------
13,300
New Valley 8/19/98 9,500 2.3750
New Valley 8/20/98 400 2.4063
4,900 2.4375
-----
5,300
New Valley 8/21/98 1,000 2.3125
1,000 2.3750
-----
2,000
New Valley 8/24/98 6,600 2.3750
</TABLE>
Page 14 of 17 Pages
<PAGE> 15
<TABLE>
<CAPTION>
<S> <C> <C> <C>
New Valley 8/25/98 1,000 2.4063
22,200 2.4375
------
23,200
New Valley 8/27/98 1,000 2.1875
10,000 2.2500
------
11,000
New Valley 8/31/98 800 2.3125
45,300 2.3750
------
46,100
New Valley 9/1/98 700 2.2500
49,300 2.3750
------
50,000
New Valley 9/2/98 9,100 2.1875
15,900 2.2500
------
25,000
New Valley 9/3/98 1,500 2.0625
10,600 2.1250
------
12,100
New Valley 9/4/98 2,900 2.0313
28,100 2.0625
5,000 2.0938
2,300 2.1250
-------
38,300
New Valley 9/8/98 2,300 2.0000
11,500 2.0625
3,700 2.1250
-------
17,500
New Valley 9/9/98 1,000 2.1875
1,800 2.2500
2,000 2.3125
-----
4,800
New Valley 9/10/98 2,000 2.1250
1,000 2.1875
10,500 2.2500
------
13,500
New Valley 9/11/98 4,800 2.3125
New Valley 9/14/98 1,000 2.3125
12,500 2.3750
7,000 2.4375
------
20,500
New Valley 9/15/98 1,500 2.3125
3,750 2.3750
-----
5,250
</TABLE>
Page 15 of 17 Pages
<PAGE> 16
<TABLE>
<CAPTION>
<S> <C> <C> <C>
New Valley 9/16/98 5,000 2.3750
New Valley 9/22/98 2,000 2.3125
21,600 2.3750
------
23,600
New Valley 9/23/98 5,000 2.2500
6,700 2.3125
------
11,700
New Valley 9/25/98 10,000 2.3125
Bennett S. LeBow 7/20/98 5,000 3.2500
Bennett S. LeBow 7/23/98 10,000 2.7500
Bennett S. LeBow 8/6/98 2,000 2.1250
1,000 2.1875
1,000 2.2500
3,200 2.3250
2,800 2.3750
-------
10,000
</TABLE>
- ------------------------------
(1) With respect to New Valley, includes shares purchased by Alki.
(2) Excludes brokerage commissions.
Page 16 of 17 Pages
<PAGE> 17
EXHIBIT D
---------
JOINT FILING AGREEMENT
New Valley Corporation, New Valley Holdings, Inc., BGLS Inc., Brooke
Group Ltd. and Bennett S. LeBow, each hereby agrees, in accordance with Rule
13d-1(f) under the Securities Exchange Act of 1934, as amended, that the
Schedule 13D filed herewith, and any amendment thereto, relating to the shares
of Common Stock, $.0001 par value per share, and associated Preferred Share
Purchase Rights of Red Brick Systems, Inc. are, and will be, filed jointly on
behalf of such person. In addition, each party to this Agreement expressly
authorizes each other party to this Agreement to file on its behalf any and all
amendments to such Schedule.
Dated: September 29, 1998 NEW VALLEY CORPORATION
By: /s/ Richard J. Lampen
---------------------------------
Name: Richard J. Lampen
Title: Executive Vice President
NEW VALLEY HOLDINGS, INC.
By: /s/ Richard J. Lampen
---------------------------------
Name: Richard J. Lampen
Title: Executive Vice President
BGLS INC.
By: /s/ Richard J. Lampen
---------------------------------
Name: Richard J. Lampen
Title: Executive Vice President
BROOKE GROUP LTD.
By: /s/ Richard J. Lampen
---------------------------------
Name: Richard J. Lampen
Title: Executive Vice President
/s/ Bennett S. Lebow
---------------------------------
Bennett S. LeBow
Page 17 of 17 Pages
