<PAGE> 1
OMB APPROVAL
OMB NUMBER: 3235-0145
EXPIRES: OCTOBER 31, 1997
ESTIMATED AVERAGE BURDEN
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
NEW VALLEY CORPORATION
----------------------
(Name of Issuer)
$3.00 CLASS B CUMULATIVE CONVERTIBLE PREFERRED SHARES
-----------------------------------------------------
($25 LIQUIDATION VALUE), $.10 PAR VALUE
---------------------------------------
(TITLE OF CLASS OF SECURITIES)
649080306
---------
(CUSIP NUMBER)
MARC N. BELL, GENERAL COUNSEL
-----------------------------
BROOKE GROUP LTD., 100 S.E. SECOND STREET,
------------------------------------------
32ND FLOOR, MIAMI, FL 33131 (305) 579-8000
-------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
JANUARY 30, 1996
----------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 649080306 PAGE 2 OF 12 PAGES
<TABLE>
<S> <C> <C>
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
Brooke Group Ltd
- ------------------------------------------------------------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [X]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC Use Only
- ------------------------------------------------------------------------------------------------------------------------------------
4 Source of Funds*
- ------------------------------------------------------------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
[ ]
- ------------------------------------------------------------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
====================================================================================================================================
Number of 7 Sole Voting Power 250,885 See Items 4 and 5 herein.
- ------------------------------------------------------------------------------------------------------------------------------------
Shares 8 Shared Voting Power
- ------------------------------------------------------------------------------------------------------------------------------------
Beneficially 9 Sole Dispositive Power 250,885 See Items 4 and 5 herein.
Owned by Each
- ------------------------------------------------------------------------------------------------------------------------------------
Reporting Person 10 Shared Dispositive Power
With
====================================================================================================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person 250,885 See Item 5(a) herein.
- ------------------------------------------------------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
- ------------------------------------------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 8.9% See Item 5(a) herein.
- ------------------------------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person* CO; HC
====================================================================================================================================
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP NOS. 649080306 PAGE 3 OF 12 PAGES
<TABLE>
<S> <C> <C>
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
BGLS Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [X]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC Use Only
- ------------------------------------------------------------------------------------------------------------------------------------
4 Source of Funds*
- ------------------------------------------------------------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
[ ]
- ------------------------------------------------------------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
====================================================================================================================================
Number of 7 Sole Voting Power 250,885 See Items 4 and 5 herein.
- ------------------------------------------------------------------------------------------------------------------------------------
Shares 8 Shared Voting Power
- ------------------------------------------------------------------------------------------------------------------------------------
Beneficially 9 Sole Dispositive Power.
Owned by Each 250,885 See Items 4 and 5 herein.
- ------------------------------------------------------------------------------------------------------------------------------------
Reporting Person 10 Shared Dispositive Power
With
====================================================================================================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person 250,885 See Item 5(a) herein.
- ------------------------------------------------------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
- ------------------------------------------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 8.9% See Item 5(a) herein.
- ------------------------------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person* CO; HC
====================================================================================================================================
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP NOS. 649080306 PAGE 4 OF 12 PAGES
<TABLE>
<S> <C> <C>
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
Bennett S. LeBow
- -----------------------------------------------------------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [x]
- -----------------------------------------------------------------------------------------------------------------------------------
3 SEC Use Only
- -----------------------------------------------------------------------------------------------------------------------------------
4 Source of Funds*
- -----------------------------------------------------------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
[ ]
- -----------------------------------------------------------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
===================================================================================================================================
Number of 7 Sole Voting Power 250,885 See Items 4 and 5 herein.
- -----------------------------------------------------------------------------------------------------------------------------------
Shares 8 Shared Voting Power
- -----------------------------------------------------------------------------------------------------------------------------------
Beneficially 9 Sole Dispositive Power 250,885 See Items 4 and 5 herein.
Owned by Each
- -----------------------------------------------------------------------------------------------------------------------------------
Reporting Person 10 Shared Dispositive Power
With
===================================================================================================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person 250,885 See Item 5(a) herein.
- -----------------------------------------------------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
- -----------------------------------------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 8.9% See Item 5(a) herein.
- -----------------------------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person* IN
===================================================================================================================================
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 5
SCHEDULE 13D
CUSIP NOS. 649080306 PAGE 5 OF 12 PAGES
PRELIMINARY STATEMENT:
This Amendment No. 1 (the "Amendment") supplements the
Schedule 13D filed jointly by the Reporting Persons (as defined below)
with the Securities and Exchange Commission on June 26, 1995, (the
"Schedule 13D"), relating to the $3.00 Class B Cumulative Convertible
Preferred Stock ($25 Liquidation Value), $.10 par value per share (the
"Class B Stock"), of New Valley Corporation, a New York corporation
("New Valley"). Unless otherwise defined herein, all terms used herein
shall have the meanings ascribed to them in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER
This Amendment relates to the Class B Stock of New Valley,
which has its principal executive offices at 100 S.E. Second Street,
32nd Floor, Miami, Florida 33131, (305) 579-8000.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Amendment is being filed by Brooke Group Ltd., a
Delaware corporation ("BGL"), BGLS Inc., a Delaware corporation and
wholly-owned subsidiary of BGL ("BGLS"), and Bennett S. LeBow, the
beneficial owner of 56.5% of the common stock of BGL (individually, a
"Reporting Person" and, collectively, the "Reporting Persons") who
collectively may be deemed to be a group beneficially owning
approximately 8.9% of the outstanding shares of the Class B Stock
within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended (the "Act"). The filing of this Amendment shall
not be construed as an admission that any Reporting Person is, for
purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of
any securities covered by this statement except for the securities
stated herein to be beneficially owned by such Reporting Person or
that the Reporting Persons are acting as a group within the meaning of
Section 13(d)(3) of the Act.
(b),(c) BGL is a publicly held corporation with shares of its
common stock listed on the New York Stock Exchange under the symbol
"BGL". BGLS is a holding company for a number of businesses and is
principally engaged, through its subsidiaries, in the manufacture and
sale of cigarettes, and holds a direct equity interest and an indirect
equity interest in New Valley. Mr. LeBow is the Chairman of the
Board, President and Chief Executive Officer of BGL, Chairman of the
Board, President and Chief Executive Officer of BGLS, and Chairman of
the Board and Chief Executive Officer of New Valley and holds various
positions with BGL's other subsidiary companies. A list of the
directors and executive officers of each of BGL and BGLS is attached
hereto as Exhibit 2. The principal business and principal office
address of each of BGL and BGLS and their respective directors and
executive officers and the business address of Mr. LeBow is 100 S.E.
Second Street, Miami, Florida 33131.
(d),(e) None of the Reporting Persons, and to the best
knowledge of the Reporting Persons, none of the persons named in
Exhibit 2, during the last five years, (1) has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), or (2) was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation
with respect to such laws.
(f) Mr. LeBow is a citizen of the United States of
America and, to the best knowledge of the Reporting Person, each of
the persons named in Exhibit 2 is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See Item 4 herein.
<PAGE> 6
SCHEDULE 13D
CUSIP NOS. 649080306 PAGE 6 OF 12 PAGES
ITEM 4. PURPOSE OF TRANSACTION
On or about January 30, 1995, BGLS, pursuant to an Exchange
Agreement (the "Exchange Agreement", listed herein as Exhibit 3 and
incorporated herein by reference thereto) among BGLS, BGL and the
Participating Holders (as such term is defined in the Exchange
Agreement), consummated an offer to exchange (the "Exchange Offer"):
(a) its 15.75% Senior Secured Notes Due 2001, Series A (the "Series A
Notes") for all its outstanding 13.75% Series 2 Senior Secured Notes
Due 1997 (the "Series 2 Notes") and (b) its 15.75% Senior Secured
Notes Due 2001, Series B (the "Series B Notes") for all its
outstanding (i) 13.500% Senior Subordinated Reset Notes Due 1997, the
interest rate on which has been reset to 16 1/8% (the "Reset Notes")
and (ii) 14.500% Subordinated Debentures Due 1998 (the "Subordinated
Debentures"). The Series A Notes and Series B Notes are collectively
defined as the "New Debt". The Series 2 Notes, the Reset Notes and
the Subordinated Debentures are collectively defined as the "Old
Debt". The terms of the Series A Notes and Series B Notes are
identical, except that certain of the Series A Notes are subject to
certain restrictions on transfer under applicable securities laws and
except for registration rights which relate to the Series A Notes.
On or about December 19, 1995, BGLS, pursuant to an A/B
Exchange and Registration Rights Agreement (the "Registration Rights
Agreement", listed herein as Exhibit 4 and incorporated herein by
reference thereto), filed with the Securities and Exchange Commission
(the "SEC") a registration statement with respect to a proposed offer
by BGLS to the holders of the Series A Notes, including the
Participating Holders, to issue such holders, in exchange for their
Series A Notes, a corresponding principal amount of Series B Notes
(the "A/B Exchange Offer").
BGLS' obligation to conduct and consummate the A/B Exchange
Offer with respect to the Participating Holders is contingent upon the
satisfaction of certain conditions as prescribed by the Registration
Rights Agreement. If the A/B Exchange Offer, with respect to the
Participating Holders, is deemed impracticable, then BGLS shall be
obligated to prepare and file with the SEC a registration statement
for an offering to be made by the Participating Holders on a
continuous basis under Rule 415 under the Securities Act of 1933, as
amended, covering all the New Debt.
The New Debt is secured by, among others, a pledge by BGLS,
pursuant to a certain Pledge and Security Agreement (the "Pledge
Agreement", listed herein as Exhibit 5 and incorporated herein by
reference thereto), which includes, but is not limited to, all of its
now owned or hereafter acquired equity securities in New Valley,
together with all dividends and distributions thereon and proceeds
thereof, excluding any moneys or other property representing a
dividend on any of such equity securities in New Valley, unless held
by BGLS for not less than 180 days.
So long as no Event of Default as such term is defined under
the Indenture governing the New Debt (the "New Indenture", listed
herein as Exhibit 6 and incorporated herein by reference thereto) has
occurred and is continuing, BGLS will have the right to exercise all
voting, consensual and other powers of ownership pertaining to the
Class B Stock for all purposes not inconsistent with the terms of the
Pledge Agreement, the New Indenture, the New Debt or any other
instrument or agreement referred to therein, provided that BGLS agrees
that it will not vote the Class B Stock in any manner that is
inconsistent with the terms of the Pledge Agreement, the New
Indenture, the New Debt or any such other instrument or agreement.
Unless and until an Event of Default under the New Indenture
has occurred and is continuing, BGLS shall be entitled to receive and
retain, in accordance with the New Indenture, any dividends on the
Class B Stock paid in cash out of earned surplus.
Upon and during the continuance of an Event of Default under
the New Indenture, Fleet National Bank of Massachusetts, as Trustee
under the New Indenture, may exercise all voting rights and
dispositive power associated with the Class B Stock.
The Reporting Persons may periodically acquire additional
securities of New Valley. Except as described above, the Reporting
Persons have no present plans or proposals that relate to or would
result in any of the following (although the
<PAGE> 7
SCHEDULE 13D
CUSIP NOS. 649080306 PAGE 7 OF 12 PAGES
right to develop such plans or proposals is reserved): (i) the
disposition of securities of New Valley; (ii) an extraordinary
corporate transaction, such as a merger, reorganization or
liquidation, involving New Valley or any of its subsidiaries; (iii) a
sale or transfer of a material amount of assets of New Valley or any
of its subsidiaries; (iv) any change in the present Board of Directors
or management of New Valley, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on New Valley's present Board of Directors; (v) any material
change in the present capitalization or dividend policy of New Valley;
(vi) any other material change in New Valley's charter, by-laws or
instruments corresponding thereto or other actions which may impede
the acquisition of control of New Valley by any person; (vii) causing
a class of securities of New Valley to be delisted from a registered
national securities association; (viii) a class of equity securities
of New Valley becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or (ix) any actions similar
to those enumerated.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of February 1, 1996, each of the Reporting Persons
was the beneficial owner of an aggregate of 250,885 shares of Class B
Stock (the "Shares"), which constituted approximately 8.9% of the
2,790,776 shares of Class B Stock outstanding as of September 30, 1995
(as reported in New Valley's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1995 (the "Form 10-Q")).(1)
(b) BGLS exercises sole voting power and sole dispositive
power over the Shares. See Item 4 herein. Under the definition of
"beneficial ownership" in Rule 13d-3 promulgated under the Act, each
of the other Reporting Persons may be deemed to beneficially own the
Shares since Mr. LeBow beneficially owns a controlling interest in
BGL, which in turn owns 100% of the capital stock of BGLS. The
disclosure of this information shall not be construed as an admission
that any of the Reporting Persons other than BGLS is the beneficial
owner of the Shares under Rule 13d-3, or for any other purpose, and
such beneficial ownership is expressly disclaimed.
(c) Inapplicable.
(d) Pursuant to the Pledge Agreement, BGLS pledged all of
its now owned or hereafter acquired equity securities in New Valley,
together with all dividends and distributions thereon and proceeds
thereof, excluding any moneys or other property representing a
dividend on any of the Shares, unless held by BGLS for not less than
180 days, as collateral for the performance of BGLS' obligation under
the New Indenture. So long as no Event of Default under the New
Indenture has occurred and is continuing, BGLS will have the right to
exercise all voting, consensual and other powers of ownership
pertaining to the Shares for all purposes not inconsistent with the
terms of the Pledge Agreement, the New Indenture, the New Debt or any
other instrument or agreement referred to therein, provided that BGLS
agrees that it will not vote the Shares in any manner that is
inconsistent with the terms of the Pledge Agreement, the New
Indenture, the New Debt or any such other instrument or agreement.
Unless and until an Event of Default under the New Indenture
has occurred and is continuing, BGLS shall be entitled to receive and
retain, in accordance with the New Indenture, any dividends on the
Shares paid in cash out of earned surplus. See Item 4 herein.
- ----------------------------------
(1) Excludes BGLS' direct ownership of 394,975 shares of New Valley common
stock, $.01 par value per share (the "Common Stock"), which constituted less
than 1% of the 191,601,437 shares of Common Stock outstanding as of November
10, 1995 (as reported in the Form 10-Q), and BGLS' indirect ownership through
its wholly-owned subsidiary, New Valley Holdings, Inc. ("NV Holdings"), of the
following New Valley securities which are the subject of the Schedule 13D filed
jointly by certain of the Reporting Persons with the Securities and Exchange
Commission on January 11, 1988, as amended by Amendments Nos. 1-13 thereto,
relating to the Common Stock, and Amendments Nos. 14-16 thereto, relating to
the Common Stock and $15.00 Class A Increasing Rate Cumulative Senior Preferred
Shares ($100 Liquidation Value), $.01 par value per share (the "Class A
Stock"): (1) 79,399,254 shares of Common Stock, which constituted approximately
41.6% of the 191,601,437 shares of Common Stock outstanding as of November 10,
1995 (as reported in the Form 10-Q); and (2) 618,326 shares of the Class A
Stock, which constituted approximately 59.3% of the 1,042,291 shares of Class A
Stock outstanding as of February 1, 1996. BGLS' shares of Common Stock are
also subject to the Pledge Agreement described in Items 4 and 5(d) herein while
the shares of Common Stock and Class A Stock held by NV Holdings are subject to
another Pledge and Security Agreement relating to the New Debt, the terms of
which are substantially identical to those of the foregoing Pledge Agreement.
<PAGE> 8
SCHEDULE 13D
CUSIP NOS. 649080306 PAGE 8 OF 12 PAGES
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
See Item 4 herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 2: Executive Officers and Directors of Brooke Group Ltd. and
BGLS Inc.
Exhibit 3: Exchange Agreement dated as of November 21, 1995, among
BGLS Inc., Brooke Group Ltd., AIF II, L.P., Artemis America
Partnership, Tortoise Corp., Starfire Holding Corporation and Mainstay
High Yield Corporate Bond Fund (incorporated by reference to Exhibit
10.13 in BGLS Inc.'s Registration Statement on Form S-4, Commission
File No. 33-80593).
Exhibit 4: A/B Exchange and Registration Rights Agreement dated as of
November 21, 1995, among BGLS Inc., Brooke Group Ltd., AIF II, L.P.,
Artemis America Partnership, Tortoise Corp. and Mainstay High Yield
Corporate Bond Fund (incorporated by reference to Exhibit 4.3 in BGLS
Inc.'s Registration Statement on Form S-4, Commission File No.
33-80593).
Exhibit 5: Pledge and Security Agreement dated as of January 1, 1996,
between BGLS Inc. and Fleet National Bank of Massachusetts, as Trustee
under the 15.75% Series A Senior Secured Notes Due 2001 and 15.75%
Series B Senior Secured Notes Due 2001 (incorporated by reference to
Exhibit 4.2 in BGLS Inc.'s Registration Statement on Form S-4,
Commission File No. 33-80593).
Exhibit 6: Indenture, dated as of January 1, 1996, between BGLS Inc.
and Fleet National Bank of Massachusetts, as Trustee, governing the
15.75% Series A Senior Secured Notes Due 2001 and 15.75% Series B
Senior Secured Notes Due 2001, including the form of Series A Note and
the form of Series B Note (incorporated by reference to Exhibit 4.1 in
BGLS Inc.'s Registration Statement on Form S-4, Commission File No.
33-80593).
<PAGE> 9
SCHEDULE 13D
CUSIP NOS. 649080306 PAGE 9 OF 12 PAGES
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 1, 1996
BROOKE GROUP LTD.
By: /s/ Gerald E. Sauter
--------------------------------------
Name: Gerald E. Sauter
Title: Chief Financial Officer
BGLS INC.
By: /s/ Gerald E. Sauter
--------------------------------------
Name: Gerald E. Sauter
Title: Chief Financial Officer
BENNETT S. LEBOW
By: /s/ Bennett S. LeBow
--------------------------------------
<PAGE> 10
<TABLE>
<CAPTION>
SCHEDULE 13D
CUSIP NOS. 649080306 PAGE 10 OF 12 PAGES
EXHIBIT INDEX
Sequentially Numbered Page
Exhibit No. Title: on Which Exhibit Begins:
- ----------- ------ ---------------------------
<S> <C>
Exhibit 2: Executive Officers and Directors of Brooke Group Ltd. and BGLS Inc. 11
Exhibit 3: Exchange Agreement dated as of November 21, 1995, among BGLS Inc., Inapplicable
Brooke Group Ltd., AIF II, L.P., Artemis America Partnership,
Tortoise Corp., Starfire Holding Corporation and Mainstay High Yield
Corporate Bond Fund (incorporated by reference to Exhibit 10.13 in
BGLS Inc.'s Registration Statement on Form S-4, Commission File
No. 33-80593).
Exhibit 4: A/B Exchange and Registration Rights Agreement dated as of November 21, Inapplicable
1995, among BGLS Inc., Brooke Group Ltd., AIF II, L.P., Artemis
America Partnership, Tortoise Corp. and Mainstay High Yield Corporate
Bond Fund (incorporated by reference to Exhibit 4.3 in BGLS Inc.'s
Registration Statement on Form S-4, Commission File No. 33-80593).
Exhibit 5: Pledge and Security Agreement dated as of January 1, 1996, between BGLS Inapplicable
Inc. and Fleet National Bank of Massachusetts, as Trustee under the 15.75%
Series A Senior Secured Notes Due 2001 and 15.75% Series B Senior
Secured Notes Due 2001 (incorporated by reference to Exhibit 4.2 in
BGLS Inc.'s Registration Statement on Form S-4, Commission File No.
33-80593).
Exhibit 6: Indenture, dated as of January 1, 1996, between BGLS Inc. and Fleet Inapplicable
National Bank of Massachusetts, as Trustee, governing the
15.75% Series A Senior Secured Notes Due 2001 and 15.75%
Series B Senior Secured Notes Due 2001, including the form of Series
A Note and the form of Series B Note (incorporated by reference to
Exhibit 4.1 in BGLS Inc.'s Registration Statement on Form S-4
Commission File No. 33-80593).
</TABLE>
<PAGE> 11
SCHEDULE 13D
CUSIP NOS. 649080306 PAGE 11 OF 12 PAGES
EXHIBIT 2:
<PAGE> 12
<TABLE>
<CAPTION>
SCHEDULE 13D
CUSIP NOS. 649080306 PAGE 12 OF 12 PAGES
EXHIBIT 2
EXECUTIVE OFFICERS AND DIRECTORS:
<S> <C>
Brooke Group Ltd.
- ----------------
Name: Position:
- ---- ---------
Bennett S. LeBow Chairman of the Board, President and Chief Executive Officer
Gerald E. Sauter Vice President, Chief Financial Officer and Treasurer
Robert J. Eide Director
Jeffrey S. Podell Director
Marc N. Bell Secretary
BGLS Inc.
- --------
Name: Position:
- ---- ---------
Bennett S. LeBow Chairman of the Board, President and Chief Executive Officer
Gerald E. Sauter Vice President, Chief Financial Officer and Treasurer
Robert J. Eide Director
Jeffrey S. Podell Director
Marc N. Bell Secretary
</TABLE>
