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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 1-2493
CUSIP Number: 649080207
649080306
649080405
NOTIFICATION OF LATE FILING
(Check One): [X ] Form 10-K [ ] Form 11-K [ ] Form 20-F
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: DECEMBER 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: ______________________________________________
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: ______________________
________________________________________________________________________
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 annual report on Form 10-K.
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.
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 4/1/99 By /S J. Bryant Kirkland III
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J. Bryant Kirkland III
Vice President,
Chief Financial Officer and Treasurer
Part IV - Other Information - Section 3
For the year ended December 31, 1998, New Valley will report revenues of
approximately $102.1 million and a net loss applicable to common shares of $96.6
million compared to revenues of approximately $114.6 million and a net loss
applicable to common shares of $89.1 million for the same period in 1997.
The decrease in revenues from 1997 of approximately $12.5 million is due to a
decrease in gains on investments of $8 million at the New Valley corporate
level, a $5 million loss in New Valley's investment in its joint venture,
Western Realty Development LLC, a decrease in Thinking Machines' revenues of
$3.2 million and lower real estate revenues of $6.5 million. These amounts were
offset by an increase in revenues at Ladenburg Thalmann & Co. of $10.4 million.
The increase in the Company's net loss of $7.5 million from 1998 is primarily
due to increased dividend requirements on preferred shares of $12.5 million and
lower gains on investments at the New Valley corporate level (above) offset by a
decreased loss of $3.8 million at Ladenburg and increased income from
discontinued operations of $4 million.
