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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number 1-2493
CUSIP Number: 649080405
649080207
649080306
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q [ ]Form N-SAR
For Period Ended: MARCH 31, 1998
[ ] 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:
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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 checked above,
identify the Item(s) to which the notification relates:
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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; 32ND FLOOR
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 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 accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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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.)
The registrant could not obtain all the required information necessary to
complete the quarterly report on Form 10-Q.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
J. BRYANT KIRKLAND III 305 579-8000
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(Name) (Area code) (Telephone number)
(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?
[X] Yes [ ] No
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.
For the three months ended March 31, 1998, New Valley anticipates
reporting revenues of approximately $33.8 million and a net loss applicable to
common shares of $18.7 million compared to revenues of approximately $22.9
million and a net loss applicable to common shares of $26.3 million for the same
period in 1997.
The increase in anticipated revenues of approximately $10.9 million is
due to the increase in anticipated revenues at Ladenburg Thalmann & Co., Inc.
("Ladenburg") of approximately $11.7 million, partially offset by an anticipated
decrease in revenues at Thinking Machines of $2.8 million.
The anticipated decrease in net loss of $7.6 million is primarily due
to an anticipated reduction in Ladenburg's loss of $2.9 million and a one-time
provision for a loss on a long-term investment held by New Valley of $3.8
million which occurred in 1997.
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 5/18/98 By /s/ J. Bryant Kirkland III
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J. Bryant Kirkland III
Vice President,
Chief Financial Officer and Treasurer
