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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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F O R M 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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NEW VALLEY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE 13-5482050
(State of Incorporation) (I.R.S. Employer Identification No.)
100 S.E. SECOND STREET, MIAMI, FLORIDA 33131
(Address of principal executive offices) (zip code)
If this form relates to the If this form relates to the
registration of a class of securities Registration of a class of securities
pursuant to Section 12(b) of the Pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction Pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [ ] box. [X]
Securities Act registration statement file number to which this form relates:
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
WARRANTS TO PURCHASE COMMON SHARES, $.01 PAR VALUE
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(Title of Class)
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ITEM 1. Description of Registrant's Securities to be Registered.
The information relating to the Registrant's warrants required by Item
202 of Regulation S-K is hereby incorporated by reference to the information
presented under the caption "Description of the Warrants" in the prospectus
(the "Prospectus"), filed with the Securities and Exchange Commission (the
"SEC") pursuant to Rule 424(b) under the Securities Act o f 1933, forming a
part of the registration statement No. 333-76133 (the "Registration
Statement"). The Registration Statement was declared effective by the SEC on
April 14, 1999. The aforementioned description in the Prospectus is hereby
incorporated by reference into this Item 1.
ITEM 2. Exhibits.
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4.1 Form of Warrant Agreement, dated as of , 1999, between American Stock
Transfer & Trust Company, as Warrant Agent, and the Registrant,
including form of warrant. Incorporated by reference to Exhibit 4(c)
to the Registration Statement.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
NEW VALLEY CORPORATION
(Registrant)
Dated: June 3, 1999 By: /s/ Richard J. Lampen
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Name: Richard J. Lampen
Title: Executive Vice President & General Counsel
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