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As filed with the Securities and Exchange Commission on September 22, 2000
Registration No. 333-79837
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
ON FORM S-3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEW VALLEY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 13-5482050
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
100 S.E. Second Street
Miami, Florida 33131
(305) 579-8000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Richard J. Lampen
Executive Vice President
New Valley Corporation
100 S.E. Second Street
Miami, Florida 33131
(305) 579-8000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Mark L. Weissler, Esq.
Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005
(212) 530-5000
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Approximate date of commencement of proposed sale to the public: From time to
time following the effective date of the Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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The information in this prospectus is not complete and may be changed. The
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
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PROSPECTUS SUBJECT TO COMPLETION
DATED SEPTEMBER 22, 2000
18,451,566 SHARES
NEW VALLEY CORPORATION
COMMON SHARES
----------------------------
This is a prospectus filed with the Securities and
Exchange Commission covering up to 18,451,566 Common Shares to
be issued on the exercise of Warrants issued by the Company to
its stockholders under a plan of recapitalization. Each
Warrant entitles the holder to purchase one Common Share at a
exercise price of $12.50, subject to adjustments. The Warrants
are exercisable for a period ending June 14, 2004.
New Valley's Common Shares are quoted on the OTC
Electronic Bulletin Board, a National Association of
Securities Dealers sponsored inter-dealer automated quotation
system, under the symbol NVAL. The last reported sale price of
the Common Shares on _________ ___, 2000 was $__________.
YOU SHOULD CONSIDER THE RISKS ASSOCIATED WITH
INVESTING IN THE COMPANY. SEE "RISK FACTORS" BEGINNING ON PAGE
5.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATOR HAS APPROVED THE SECURITIES TO BE ISSUED UNDER THIS PROSPECTUS OR
DETERMINED IF THIS PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
----------------------------
_________ ___, 2000
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WHERE YOU CAN FIND MORE INFORMATION
New Valley files annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
reports, statements or other information New Valley files at the SEC's public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. New Valley's SEC filings are also available to the public from
commercial document retrieval services and at the Website maintained by the SEC
at www.sec.gov. New Valley has filed a registration statement to register with
the SEC the Common Shares listed in this prospectus. This prospectus is part of
that registration statement. As allowed by SEC rules, this prospectus does not
contain all of the information you can find in the registration statement or the
exhibits to the registration statement.
Some of the important business and financial information that you may
want to consider is not included in this prospectus, but rather is "incorporated
by reference" to documents that have been filed by New Valley with the SEC. The
information that is incorporated by reference consists of:
o New Valley's Annual Report on Form 10-K, for the fiscal year
ended December 31, 1999, as filed with the SEC on March 30,
2000;
o New Valley's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000, as filed with the SEC on May 15, 2000;
o New Valley's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000, as filed with the SEC on August 14, 2000;
o New Valley's Current Report on Form 8-K, dated June 14, 2000,
as filed with the SEC on June 19, 2000;
o The description of New Valley's Common Shares contained in its
Current Report on Form 8-K, as filed with the SEC on September
22, 2000; and
o All documents filed by New Valley under the Securities
Exchange Act of 1934 (e.g., Forms 10-Q and 8-K) after the date
of this prospectus and prior to the termination of this
offering.
If there is any contrary information in a previously filed document
that is incorporated by reference, then you should rely on the information in
this prospectus.
If you are a stockholder, you can obtain any of the documents
incorporated by reference through New Valley or the SEC. Documents incorporated
by reference are available from New Valley without charge. You may obtain
documents incorporated by reference in this prospectus by requesting them in
writing to the following address or by telephone:
New Valley Corporation
Attention: Investor Relations
100 S.E. Second Street, 32nd Floor
Miami, Florida 33131
(305) 579-8000
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SUMMARY
This summary highlights selected information from this document and may
not contain all the information that is important to you. You should read the
entire document carefully.
THE COMPANY
New Valley is engaged:
o in the investment banking and brokerage business through its
ownership of Ladenburg Thalmann & Co. Inc.;
o in real estate development in Russia through BrookeMil Ltd.,
Western Realty Development LLC and Western Realty Repin LLC;
and
o in investment in internet-related businesses.
The mailing address of the principal executive offices of New Valley is
100 S.E. Second Street, Miami, Florida 33131, and its telephone number at that
address is (305) 579-8000.
PLAN OF RECAPITALIZATION
New Valley consummated a plan of recapitalization on June 4, 1999,
following approval by the Company's stockholders. Pursuant to the plan of
recapitalization:
o each $15.00 Class A Increasing Rate Cumulative Senior
Preferred Share ($100 liquidation), $.01 par value, was
reclassified into 20 Common Shares and one Warrant,
o each $3.00 Class B Cumulative Convertible Preferred Share,
$.10 par value, was reclassified into 1/3 of a Common Share
and five Warrants, and
o each outstanding Common Share was reclassified into 1/10 of a
Common Share and 3/10 of a Warrant.
THE COMMON SHARES
This prospectus covers up to 18,451,566 Common Shares, par value $.01
per share, of the Company to be issued on exercise of Warrants issued by the
Company to its stockholders under the plan of recapitalization. The Common
Shares are quoted on the OTC Electronic Bulletin Board, a National Association
of Securities Dealers sponsored inter-dealer automated quotation system, under
the symbol NVAL.
DESCRIPTION OF THE WARRANTS
The Warrants have an exercise price of $12.50 per share subject to
adjustments in certain circumstances. They may be exercised for a period ending
June 14, 2004. The Company may redeem the warrants at $0.01 per warrant at any
time after June 4, 2002, the third anniversary of the recapitalization, if the
Common Shares trade for a specified period above $12.50 per share.
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MATERIAL FEDERAL INCOME TAX CONSIDERATIONS
Generally, holders of Warrants will not recognize gain or loss on the
exercise of Warrants for Common Shares.
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RISK FACTORS
BEFORE YOU INVEST IN NEW VALLEY'S SECURITIES, YOU SHOULD BE AWARE THAT
NEW VALLEY IS SUBJECT TO VARIOUS RISKS, INCLUDING THE ONES LISTED BELOW, THE
OCCURRENCE OF ANY OF WHICH COULD MATERIALLY ADVERSELY AFFECT NEW VALLEY'S
BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS. YOU SHOULD CAREFULLY
CONSIDER THESE RISK FACTORS AS WELL AS THE OTHER INFORMATION INCLUDED AND
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN EVALUATING AN INVESTMENT IN NEW
VALLEY'S SECURITIES.
NEW VALLEY HAS EXPERIENCED CONTINUING LOSSES; IT HAS HIGH LEVERAGE AND A FIXED
CHARGE COVERAGE DEFICIT.
New Valley has experienced losses from continuing operations for the
last five years. New Valley had outstanding debt in the amount of $19.7 million
as of June 30, 2000 and a margin loan payable of $5.4 million, and its earnings
have been inadequate to cover fixed charges for the five most recent years. New
Valley's ability to make required payments on its debt will depend on its
ability to generate cash sufficient for such purposes. Similarly, New Valley's
future operating performance and ability to make planned expenditures will
depend on future economic conditions and financial, business and other factors
which may be beyond its control. There is a risk that New Valley will not be
able to generate enough funds to repay its debt. If New Valley cannot service
its fixed charges, it would significantly harm New Valley.
NEW VALLEY IS SUBJECT TO RISKS RELATING TO THE INDUSTRIES IN WHICH IT OPERATES
THE SECURITIES INDUSTRY. As a broker-dealer, Ladenburg is subject to
uncertainties endemic to the securities industry. These uncertainties include
the volatility of domestic and international financial, bond and stock markets,
as demonstrated by recent disruptions in the financial markets, extensive
governmental regulation, litigation, intense competition and substantial
fluctuations in the volume and price level of securities. Ladenburg also depends
on the solvency of various counterparties. As a result, revenues and earnings
may vary significantly from quarter to quarter and from year to year. In periods
of low volume, profitability is impaired because certain expenses remain
relatively fixed. Ladenburg is much smaller and has much less capital than many
competitors in the securities industry.
RISKS OF REAL ESTATE JOINT VENTURES AND DEVELOPMENT PROJECTS. New
Valley has two significant joint ventures with Apollo Real Estate Investment
Fund III, L.P. to make real estate and other investments in Russia. New Valley
must seek Apollo's approval for important actions regarding the joint ventures.
Since Apollo's interests may differ from those of New Valley, a deadlock could
arise that might impair the ability of the joint ventures to function. Such a
deadlock could significantly harm the joint ventures. The terms of the joint
ventures, which require New Valley to offer Apollo the first opportunity to
participate in new investments in Russia, may make it more difficult for New
Valley to forge alliances in Russia with other entities.
New Valley plans to pursue a variety of real estate development
projects. Development projects are subject to special risks including potential
increase in costs, inability to meet deadlines which may delay the timely
completion of projects, reliance on contractors who may be unable to perform and
the need to obtain various governmental and third party consents.
RISKS RELATING TO RUSSIAN REAL ESTATE OPERATIONS. New Valley has
significant real estate development operations in Russia. These operations are
subject to a high level of risk. There is a risk that investments in Russia will
harm New Valley's profitability (if any) or liquidity and cash flow.
In its on-going transition from a centrally-controlled economy under
communist rule, Russia has experienced dramatic political, social and economic
upheaval. There is a risk that further reforms necessary to complete this
transition will not occur. In August 1998, the economy of the Russian Federation
entered a period of even greater economic instability which has continued since
that time. The country's currency continues to devalue. There is continued
volatility in the debt and equity markets, and hyperinflation persists.
Confidence in the banking sector has yet to be restored, and there continues to
be a general lack of liquidity in the economy. In addition, New Valley may be
harmed by regulatory, political and legal developments beyond the control of
companies operating in the Russian Federation, including:
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o diplomatic developments;
o decisions of international lending organizations;
o regional tensions;
o currency repatriation restrictions;
o foreign exchange fluctuations;
o an undeveloped system of commercial laws, including laws on
real estate titles and mortgages, and a relatively untested
judicial system;
o an evolving taxation system subject to constant changes which
may be applied retroactively and subject to varying
interpretations by tax authorities which may not coincide with
that of management and can result in assessments of additional
taxes, penalties and interest, which can be significant; and
o other legal developments and, in particular, the risks of
expropriation, nationalization and confiscation of assets and
changes in legislation relating to foreign ownership.
As a result of the recent economic difficulties in the Russian economy,
New Valley took a charge of $11.6 million in 1999 for a permanent impairment in
the value of the site for the proposed Ducat Place III office building and
related goodwill. The uncertainties in Russia may also impair New Valley's
ability to complete planned financing and investing activities. The development
of certain Russian properties will require significant amounts of debt and other
financing. In acquiring a 34.8% interest in one of the Kremlin sites, New Valley
agreed with the City of Moscow to invest an additional $22 million by May 2000
in the development of the property. In April 2000, Western Realty Repin arranged
short-term financing to fund the investment. Under the terms of the investment,
BrookeMil is required to make additional construction expenditures on the site
of $22 million by June 2002. Failure to make the expenditures could result in
the forfeiture of a 34.8% interest in the site. New Valley is considering
potential financing alternatives on behalf of the joint ventures. However, given
the recent economic turmoil in Russia, there is a risk that financing will not
be available on acceptable terms. Failure to obtain sufficient capital for the
projects would force the joint ventures to curtail or delay their projects.
NEW VALLEY'S POTENTIAL INVESTMENTS ARE UNIDENTIFIED AND MAY NOT SUCCEED
New Valley currently holds a significant amount of marketable
securities and cash not committed to any specific investments. This subjects
stockholders to increased risk and uncertainty because you will not be able to
evaluate how this cash will be invested and the economic merits of particular
investments. There may be substantial delay in locating suitable investment
opportunities. In addition, New Valley may lack relevant management experience
in the areas in which New Valley may invest. There is a risk that New Valley
will fail in targeting, consummating or effectively managing any of these
investments.
NEW VALLEY'S MANAGEMENT DOES NOT DEVOTE ITS FULL TIME TO NEW VALLEY'S AFFAIRS
New Valley is dependent upon the services of Bennett S. LeBow, the
Chairman of the Board and Chief Executive Officer of New Valley. The loss to New
Valley of Mr. LeBow could harm New Valley. In addition, management divides its
time between New Valley and Vector Group Ltd. (formerly known as Brooke Group
Ltd.) and, consequently, does not spend its full time on New Valley business.
VECTOR CONTROLS A MAJORITY OF NEW VALLEY'S SHARES
As a result of the recapitalization and subsequent share repurchases by
New Valley and assuming that no warrant holder exercises its warrants, Vector
owns approximately 56% of the outstanding Common Shares of New Valley. As holder
of the absolute majority of the Common Shares, Vector is able to elect all of
New Valley's directors and control the management of New Valley. Also, Vector's
ownership of Common Shares makes it impossible for a third party to acquire
control of New Valley without the consent of Vector and therefore may
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discourage third parties from seeking to acquire New Valley. A third party would
have to negotiate any such transaction with Vector, and the interests of Vector
may be different from the interests of other New Valley stockholders. This may
depress the price of the Common Shares.
NEW VALLEY ENGAGES IN SUBSTANTIAL RELATED PARTY TRANSACTIONS
New Valley has had substantial dealings with its controlling
stockholder and its affiliates, certain members of management and certain
directors. New Valley may continue to have such dealings in the future. While
New Valley believes these arrangements and transactions are fair to and in the
best interest of New Valley, they were not negotiated at arms length.
THE VALUE OF THE MARKET FOR COMMON SHARES IS UNCERTAIN
New Valley completed a plan of recapitalization on June 4, 1999 that
made far-reaching changes in New Valley's capital structure. At this time, it is
unclear what the long-term impact of the recapitalization will be on the Common
Shares. Moreover, New Valley has not been able to satisfy applicable listing
requirements to have the Common Shares quoted on the Nasdaq SmallCap Market.
Even if the Common Shares are quoted, the liquidity of their trading market is
uncertain. The potential future issuance of the Common Shares on exercise of the
Warrants, which would increase the number of Common Shares by more than 80%, may
depress the price of the Common Shares. New Valley has not declared a dividend
on the Common Shares since 1984, and does not currently intend to pay such
dividends in the foreseeable future.
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DISCLAIMER REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. We may also make
written or oral forward-looking statements in our periodic reports to the SEC,
in our annual reports to stockholders, in our proxy statements, in our offering
circulars and prospectuses, in press releases and other written materials and in
oral statements made by our officers, directors or employees to third parties.
Statements that are not historical facts, including statements about our beliefs
and expectations, are forward-looking statements. These statements are based on
current plans, estimates and projections, and therefore you should not place
undue reliance on them. Forward-looking statements speak only as of the date
they are made, and we undertake no duty to update publicly any of them in light
of new information or future events.
Forward-looking statements involve inherent risks and uncertainties. We
caution you that a number of important factors could cause actual results to
differ materially from those contained in any forward-looking statement. Such
factors include but are not limited to those factors described in "RISK FACTORS"
of this prospectus.
USE OF PROCEEDS
The aggregate net proceeds from the issuance and sale of the Common
Shares on exercise of all of the outstanding Warrants will be approximately
$230,644,575. These proceeds will be used for general corporate purposes.
PLAN OF DISTRIBUTION
The Common Shares are issuable on the exercise of the outstanding
Warrants issued to the Company stockholders pursuant to a plan of
recapitalization which was implemented on June 4, 1999.
DESCRIPTION OF THE WARRANTS
The Warrants are governed by a warrant agreement between the Company
and American Stock Transfer and Trust Company, as warrant agent. Below is a
brief summary of the terms of the Warrants and the warrant agreement. This
summary is subject to the provisions of the warrant agreement and the warrant
certificates representing the Warrants. The warrant agreement, including the
form of warrant certificate, is an exhibit to the registration statement of
which this prospectus is a part.
EXERCISE OF WARRANTS. Each Warrant entitles the holder to purchase one
Common Share at an exercise price of $12.50 per share. The Warrants may be
exercised during the period ending June 14, 2004. The Company may redeem the
warrants for $0.01 per warrant on 30 days' notice to the holders if, at any time
after June 4, 2002, the third anniversary of the effective time of the plan of
recapitalization, the average reported closing price or bid price of a Common
Share exceeds $12.50 for any 20 consecutive trading days ending within five days
before the date of such notice. The Warrants, however, may be exercised by the
holders during the period following such notice and before such redemption.
The Warrants may be exercised by surrendering properly endorsed
certificates to the warrant agent together with full payment of the exercise
price for each Common Share underlying the Warrant being exercised, and any
applicable transfer or other taxes.
ADJUSTMENT OF PURCHASE PRICE. The exercise price will be reduced by the
amount of any cash dividends or cash distributions paid on the Common Shares. If
the Company distributes evidences of indebtedness or assets, other than cash
dividends or cash distributions, holders of Warrants will be entitled to
participate in the distribution at the time of exercise on a basis that the
Company determines in its good faith discretion to be fair and appropriate. In
addition, the exercise price and the number of shares issuable on exercise will
be adjusted for any issuance of a dividend of additional Common Shares to
holders of Common Shares or subdivisions, combinations or reclassifications or
other changes in the outstanding Common Shares. The Company also has the right,
at any time,
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to voluntarily reduce the exercise price to such amount and for such periods as
may be deemed appropriate by the Board of Directors of the Company.
AMENDMENT. The Warrants may be amended only if the Company has obtained
the consent of the holders of Warrants representing a majority of the Common
Shares issuable on exercise of all outstanding Warrants. However, no amendment
may increase the exercise price of the Warrants or decrease the number of Common
Shares issuable upon exercise of a Warrant without the consent of the holders of
Warrants representing at least 66 2/3% of the Common Shares issuable upon
exercise of all outstanding Warrants.
NOTICES. Notices to each registered Warrant holder will be made by the
Company by first-class mail, postage prepaid, in the following circumstances:
o the fixing of a date for redemption, the establishing of the
exercise date, and the fixing of a reduced exercise price and
reduced exercise price period, for the Warrants,
o any adjustment to the exercise price of the Warrants or the
number of Common Shares purchasable upon exercise of a
Warrant,
o the authorization by the Company of the issuance to all
holders of Common Shares of rights or warrants to subscribe
for or purchase Common Shares (or of any other subscription
rights or warrants), or the distribution to all holders of
Common Shares of evidences of indebtedness or assets (other
than cash dividends or distributions in cash),
o any consolidation or merger to which the Company is a party
and for which approval by holders of Common Shares is
required, or the conveyance or transfer of the properties or
assets of the Company substantially as an entirety, or any
reclassification or change of Common Shares (other than a
change in par value, if any, or as a result of a subdivision
or combination), or
o the voluntary or involuntary dissolution, liquidation or
winding up of the Company.
In addition, upon the declaration of cash dividends or distributions in
cash on all Common Shares, the Company must cause notice of such payment to be
given to the Warrant holders as the Company determines to be fair and
appropriate, including by public announcement.
OTHER MATTERS. The Company is not required to issue any fractional
Warrants or any fractional Common Shares on the exercise of warrants or the
occurrence of adjustments under antidilution provisions. Instead, the Company
will pay cash based on the market value of the Common Shares.
MATERIAL FEDERAL INCOME TAX CONSIDERATIONS
The following discussion describes certain material federal income tax
considerations relating to the exercise of the Warrants and represents the
opinion of Milbank, Tweed, Hadley & McCloy LLP. This discussion is based upon
the Internal Revenue Code of 1986, existing and proposed regulations,
legislative history, judicial decisions, and current administrative rulings and
practices, all as amended and in effect on the date hereof. Any of these
authorities could be repealed, overruled, or modified at any time. Any change
could be retroactive and, accordingly, could cause the tax consequences to vary
substantially from the consequences described here. No ruling from the IRS with
respect to the matters discussed has been requested, and there is no assurance
that the IRS would agreed with the conclusions set forth in this discussion. All
stockholders should consult their own tax advisors.
This discussion may not address certain federal income tax consequences
that may be relevant to particular stockholders in light of their personal
circumstances (such as persons subject to the alternative minimum tax) or to
certain types of stockholders who may be subject to special treatment under the
federal income tax laws (such as dealers in securities, insurance companies,
foreign individuals and entities, financial institutions, and tax-exempt
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entities). This discussion also does not address any tax consequences under
state, local, or foreign laws. The following discussion of federal income tax
considerations is for general information only and is not tax advice.
STOCKHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE
PARTICULAR TAX CONSEQUENCES TO THEM OF THE PLAN OF RECAPITALIZATION, INCLUDING
THE APPLICABILITY OF ANY STATE, LOCAL, OR FOREIGN TAX LAWS, CHANGES IN
APPLICABLE TAX LAWS, AND ANY PENDING OR PROPOSED LEGISLATION.
EXERCISE OF WARRANTS FOR COMMON SHARES
Generally, holders of Warrants will not recognize gain or loss upon the
exercise of Warrants for Common Shares. The holder's basis in the Common Shares
received in exchange for a Warrant will equal the holder's basis in the Warrant
plus any amount paid on the exercise of the Warrant. The holder's holding period
for the Common Shares will begin on the date the Warrant is exercised. Under
Section 305 of the Code, holders of Warrants may be deemed to receive a deemed
distribution of stock if the number of Common Shares which a Warrant holder may
acquire by exercising its Warrant is adjusted to reflect certain distributions
with respect to the Common Shares. An adjustment made pursuant to a bona fide
formula that has the effect of preventing the dilution of the interest of the
Warrant holders generally will not have that effect. Under the Warrants'
antidilution provisions, in certain circumstances it is possible that some
adjustments to the exercise price of the Warrants will be treated as a
distribution. The distribution would be treated as a dividend to the extent of
the Company's current and accumulated earnings and profits in the year of
distribution, then as a return of capital to the extent of the holder's basis in
the Warrant and then as capital gain.
LEGAL MATTERS
The legality of the Common Shares to be issued upon the exercise of the
Warrants, as well as certain tax matters concerning the Warrants, have been
passed on by Milbank, Tweed, Hadley & McCloy LLP, New York, New York.
EXPERTS
The financial statements incorporated in this prospectus by reference
to New Valley's Annual Report on Form 10-K for the year ended December 31, 1999,
have been so incorporated in reliance on the reports of PricewaterhouseCoopers
LLP, independent certified public accountants, given on the authority of said
firm as experts in auditing and accounting.
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
NO ONE HAS BEEN AUTHORIZED TO PROVIDE YOU WITH DIFFERENT INFORMATION. YOU SHOULD
NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE
OTHER THAN THE DATE ON THE FRONT COVER OF THE DOCUMENT. WE ARE NOT MAKING AN
OFFER TO SELL THESE SECURITIES WHERE THE OFFER IS NOT PERMITTED.
TABLE OF CONTENTS
PAGE
Where You Can Find More Information................. 2
Summary............................................. 3
Risk Factors........................................ 5
Disclaimer Regarding Forward-Looking Statements..... 8
Use of Proceeds..................................... 8
Plan of Distribution................................ 8
Material Federal Income Tax Considerations.......... 9
Legal Matters....................................... 10
Experts............................................. 10
NEW VALLEY CORPORATION
18,451,566 COMMON SHARES
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
The following documents are filed as a part of this Registration
Statement or incorporated by reference herein:
EXHIBIT
NO. DESCRIPTION
------- -----------
4 Warrant Agreement, dated as of June 4, 1999, between
American Stock Transfer & Trust Company, as Warrant Agent,
and New Valley including form of warrant (previously
filed).
5 Opinion of Milbank, Tweed, Hadley & McCloy LLP (previously
filed).
8 Opinion of Milbank, Tweed, Hadley & McCloy LLP as to
certain federal income tax considerations (previously
filed).
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Arthur Andersen LLP
23(c) Consent of Milbank, Tweed, Hadley & McCloy LLP (included in
their opinions filed as Exhibit 5 and Exhibit 8)
(previously filed).
24 Power of Attorney (previously filed).
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ITEM 17. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low and high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation or Registration Fee"
table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the SEC by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense or any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-2
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Miami, and State of Florida, on the
21st day of September, 2000.
NEW VALLEY CORPORATION
By: /s/ J. BRYANT KIRKLAND III
----------------------------
J. Bryant Kirkland III
Vice President, Treasurer and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to Registration Statement has been signed below by the following
persons in the capacities indicated on September 21, 2000.
* Chairman of the Board of
---------------------------- Directors and Chief Executive
Bennett S. LeBow Officer
(Principal Executive Officer)
/s/ J. BRYANT KIRKLAND III Vice President, Chief Financial
---------------------------- Officer and Treasurer (Principal
J. Bryant Kirkland Financial Officer and Principal
Accounting Officer)
* Director
----------------------------
Henry C. Beinstein
* Director
----------------------------
Arnold I. Burns
* Director
----------------------------
Ronald J. Kramer
* Director
----------------------------
Richard J. Lampen
* Director
----------------------------
Howard M. Lorber
*
----------------------------
Barry W. Ridings Director
----------------------------
Victor M. Rivas Director
* By: /s/ J. BRYANT KIRKLAND III
--------------------------------
J. Bryant Kirkland III
Attorney-in-Fact
II-3
