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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
JOINT CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JUNE 14, 2000
NEW VALLEY CORPORATION
(Exact name of registrant as specified in its charter)
1-2493
(Commission File Number)
13-5482050
(I.R.S. Employer Identification No.)
DELAWARE
(State or other jurisdiction of incorporation
or organization)
100 S.E. SECOND STREET
MIAMI, FLORIDA 33131
(Address of principal executive offices including Zip Code)
305/579-8000
(Registrant's telephone number, including area code)
(NOT APPLICABLE)
(Former name or former address,
if changed since last report)
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ITEM 5. OTHER EVENTS.
On June 14, 2000, Brooke (Overseas) Ltd. ("BOL"), an indirect owned
subsidiary of Vector Group Ltd. ("Vector"), entered into a definitive agreement
with Gallaher Overseas (Holdings) Ltd. (the "Buyer") relating to, among other
things, the purchase by the Buyer of Western Tobacco Investments LLC ("WTI") for
a purchase price of $400 million. BOL holds its 99.9% equity interest in
Liggett-Ducat Ltd., one of Russia's leading cigarette producers, through WTI.
The transaction is expected to close in the third quarter of 2000 and is
conditioned upon receipt of Russian antitrust and environmental approvals and
other customary closing conditions.
Through its investment in Western Realty Development LLC, a joint
venture between New Valley Corporation ("New Valley") and Apollo Real Estate
Investment Fund III, L.P., which provided financing, New Valley will receive
approximately $58 million in cash proceeds from the sale. Vector owns a 55.6%
controlling interest in New Valley.
A press release announcing the transaction was issued on June 15, 2000.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
The following Exhibits are provided in accordance with the
provisions of Item 601 of Regulation S-K and are filed herewith unless otherwise
noted.
EXHIBIT INDEX
10.1 Purchase and Sale Agreement, dated as of June 14, 2000, between
Gallaher Overseas (Holdings) Ltd. and Brooke (Overseas) Ltd.
(incorporated by reference to Exhibit 10.1 in Vector's Form 8-K dated
June 14, 2000).
99.1 Press Release, dated June 15, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
NEW VALLEY CORPORATION
By: /s/ J. Bryant Kirkland
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J. Bryant Kirkland
Vice President and Chief Financial Officer
Date: June 19, 2000
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