<PAGE> 1
OMB APPROVAL
-------------------------
OMB NUMBER: 3235-0145
EXPIRES: OCTOBER 31, 1997
ESTIMATED AVERAGE BURDEN
HOURS PER FORM......14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 16)*
NEW VALLEY CORPORATION
----------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
----------------------------
$15.00 CLASS A INCREASING RATE CUMULATIVE SENIOR PREFERRED SHARES
-----------------------------------------------------------------
($100 LIQUIDATION VALUE), $.01 PAR VALUE
----------------------------------------
(TITLE OF CLASS OF SECURITIES)
649080108
649080207
---------
(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 NOS. 649080108 PAGE 2 OF 14 PAGES
649080207
<TABLE>
<S> <C> <C>
1 Name of Reporting Person
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 79,794,229 Shares of Common Stock;
618,326 Shares of Class A Senior Preferred Stock. See Items 4 and 5 herein.
- -------------------------------------------------------------------------------------------------------------------------------
Shares 8 Shared Voting Power
- -------------------------------------------------------------------------------------------------------------------------------
Beneficially 9 Sole Dispositive Power 79,794,229 Shares of Common Stock;
Owned by Each 618,326 Shares of Class A Senior Preferred Stock. See Items 4 and 5 herein.
- -------------------------------------------------------------------------------------------------------------------------------
Reporting Person 10 Shared Dispositive Power
With
===============================================================================================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person 79,794,229 Shares of Common Stock;
618,326 Shares of Class A Senior Preferred Stock. 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) 41.6% of Shares of Common Stock;
59.3% of Shares of Class A Senior Preferred Stock. 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. 649080108 PAGE 3 OF 14 PAGES
649080207
<TABLE>
<S> <C> <C>
1 Name of Reporting Person
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 79,794,229 Shares of Common Stock;
618,326 Shares of Class A Senior Preferred Stock. See Items 4 and 5 herein.
- -------------------------------------------------------------------------------------------------------------------------------
Shares 8 Shared Voting Power
- -------------------------------------------------------------------------------------------------------------------------------
Beneficially 9 Sole Dispositive Power 79,794,229 Shares of Common Stock;
Owned by Each 618,326 Shares of Class A Senior Preferred Stock. See Items 4 and 5 herein
- -------------------------------------------------------------------------------------------------------------------------------
Reporting Person 10 Shared Dispositive Power
With
===============================================================================================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person 79,794,229 Shares of Common Stock;
618,326 Shares of Class A Senior Preferred Stock. 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) 41.6% of Shares of Common Stock;
59.3% of Shares of Class A Senior Preferred Stock. 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 SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP NOS. 649080108 PAGE 4 OF 14 PAGES
649080207
<TABLE>
<S> <C> <C>
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
New Valley Holdings, 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 79,399,254 Shares of Common Stock;
618,326 Shares of Class A Senior Preferred Stock. See Items 4 and 5 herein.
- -------------------------------------------------------------------------------------------------------------------------------
Shares 8 Shared Voting Power
- -------------------------------------------------------------------------------------------------------------------------------
Beneficially 9 Sole Dispositive Power 79,399,254 Shares of Common Stock;
Owned by Each 618,326 Shares of Class A Senior Preferred Stock. See Items 4 and 5 herein.
- -------------------------------------------------------------------------------------------------------------------------------
Reporting Person 10 Shared Dispositive Power
With
===============================================================================================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person 79,794,229 Shares of Common Stock;
618,326 Shares of Class A Senior Preferred Stock. 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) 41.6% of Shares of Common Stock;
59.3% of Shares of Class A Senior Preferred Stock. 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> 5
SCHEDULE 13D
CUSIP NOS. 649080108 PAGE 5 OF 14 PAGES
649080207
<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 79,794,229 Shares of Common Stock;
618,326 Shares of Class A Senior Preferred Stock. See Items 4 and 5 herein.
- -------------------------------------------------------------------------------------------------------------------------------
Shares 8 Shared Voting Power
- -------------------------------------------------------------------------------------------------------------------------------
Beneficially 9 Sole Dispositive Power 79,794,229 Shares of Common Stock;
Owned by Each 618,326 Shares of Class A Senior Preferred Stock. See Items 4 and 5 herein.
- -------------------------------------------------------------------------------------------------------------------------------
Reporting Person 10 Shared Dispositive Power
With
===============================================================================================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person 79,794,229 Shares of Common Stock;
618,326 Shares of Class A Senior Preferred Stock. 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) 41.6% of Shares of Common Stock;
59.3% of Shares of Class A Senior Preferred Stock. 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 THE SIGNATURE ATTESTATION.
<PAGE> 6
SCHEDULE 13D
CUSIP NOS. 649080108 PAGE 6 OF 14 PAGES
649080207
PRELIMINARY STATEMENT:
This Amendment No. 16 (the "Amendment") relates to the common
stock, par value $.01 per share (the "Common Stock") and the $15.00
Class A Increasing Rate Cumulative Senior Preferred Shares ($100
Liquidation Value), $.01 par value per share (the "Preferred Stock"),
of New Valley Corporation, a New York corporation ("New Valley").
This Amendment supplements the Schedule 13D filed jointly by certain
of the Reporting Persons (as defined below) with the Securities and
Exchange Commission on January 11, 1988, as previously amended by
Amendments Nos. 1-13 thereto, relating to the Common Stock, and
Amendments Nos. 14-15 thereto, relating to the Common Stock and
Preferred Stock (as amended, the "Schedule 13D"). 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 Common Stock and the Preferred
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"), New Valley Holdings, Inc., a
Delaware corporation and wholly-owned subsidiary of BGLS ("NV
Holdings"), 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 41.6% of the
outstanding shares of the Common Stock and 59.3% of the outstanding
shares of the Preferred 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, through NV Holdings, 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,
Chairman of the Board, President and Chief Executive Officer of NV
Holdings, 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, BGLS and NV Holdings is attached hereto as Exhibit 59. 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. The principal business and principal office address of
NV Holdings is 204 Plaza Centre, 3505 Silverside Road, Wilmington,
Delaware 19810.
(d),(e) None of the Reporting Persons, and to the best
knowledge of the Reporting Persons, none of the persons named in
Exhibit 59, 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.
<PAGE> 7
SCHEDULE 13D
CUSIP NOS. 649080108 PAGE 7 OF 14 PAGES
649080207
(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 59 is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See Item 4 herein.
ITEM 4. PURPOSE OF TRANSACTION
On or about January 30, 1995, BGLS, pursuant to an Exchange
Agreement (the "Exchange Agreement", listed herein as Exhibit 60 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 61 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 a pledge by BGLS and NV Holdings,
pursuant to certain Pledge and Security Agreements (the "Pledge
Agreements", listed herein as Exhibits 62 and 63 and incorporated
herein by reference thereto), which includes, but is not limited to,
all of such entity's 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 and/or NV Holdings 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 64 and incorporated herein by reference thereto) has
occurred and is continuing, BGLS and NV Holdings will have the right
to exercise all voting, consensual and other powers of ownership
pertaining to the Preferred Stock and the Common Stock for all
purposes not inconsistent with the terms of the Pledge Agreements, the
New Indenture, the New Debt or any other instrument or agreement
referred to therein, provided that BGLS and NV Holdings agree that
they will not vote the Preferred Stock and/or the Common Stock in any
manner that is inconsistent with the terms of the Pledge Agreements,
the New Indenture, the New Debt or any such other instrument or
agreement.
<PAGE> 8
SCHEDULE 13D
CUSIP NOS. 649080108 PAGE 8 OF 14 PAGES
649080207
Unless and until an Event of Default under the New Indenture
has occurred and is continuing, BGLS and NV Holdings shall be entitled
to receive and retain, in accordance with the New Indenture, any
dividends on the Preferred Stock and/or the Common 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 Preferred Stock and the Common
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 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, the Reporting Persons were
the beneficial owners of an aggregate of: (1) 79,794,229 shares of
Common Stock(1) which constituted approximately 41.6% of the
191,601,437 shares of Common Stock outstanding as of November 10, 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")); and (2)
618,326 shares of Preferred Stock(2) which constituted approximately
59.3% of the 1,042,291 shares of Preferred Stock outstanding as of
February 1, 1996.(3)
(b) BGLS exercises sole voting power and sole dispositive
power over 394,975 shares of Common Stock (the "BGLS shares"). See
Item 4 herein. Under the definition of "beneficial ownership" in Rule
13d-3 promulgated under the Act ("Rule 13d-3"), each of the other
Reporting Persons (other than NV Holdings) may be deemed to
beneficially own the BGLS 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 BGLS Shares under Rule 13d-3, or
for any other purpose, and such beneficial ownership is expressly
disclaimed. NV Holdings exercises sole voting power and sole
dispositive power over:
__________________________________
(1) Such shares of Common Stock include the Option Shares, as BGLS and the
optionees have agreed to terminate the Option Agreements in exchange for BGLS'
issuance of $822,000 principal amount of Series A Notes to such optionees. The
Optionees have advised BGLS that they intend to participate in the A/B Exchange
Offer, subject to certain restrictions.
(2) Such shares of Preferred Stock exclude the Amman Shares, as the Amman
Proxy expired on December 31, 1995. The Reporting Persons' beneficial
ownership of the Preferred Stock, as a percentage of the class, may increase
periodically on account of New Valley's previously announced Preferred Stock
Repurchase Program authorizing the repurchase of as many as 300,000 shares of
Preferred Stock. As of February 1, 1996, New Valley has repurchased 204,675 of
such shares.
(3) As of February 1, 1996, BGLS was also the direct beneficial owner of
250,885 shares of New Valley $3.00 Class B Cumulative Convertible Preferred
Shares ($25 Liquidation Value), $.10 par value per share (the "Class B Stock"),
constituting 8.9% of the 2,790,776 shares of Class B Stock outstanding as of
September 30, 1995 (as reported in the Form 10-Q), which are the subject of the
Schedule 13D filed by the Reporting Persons (except for NV Holdings) with the
SEC on June 26, 1995, as amended by Amendment No. 1 thereto. Such shares of
Class B stock are also subject to certain of the Pledge Agreements described in
Items 4 and 5(d) herein.
<PAGE> 9
SCHEDULE 13D
CUSIP NOS. 649080108 PAGE 9 OF 14 PAGES
649080207
(1) 79,399,254 shares of Common Stock; and (2) 618,326 shares of
Preferred Stock (collectively, the "NV Holdings Shares"). See Item 4
herein. Under the definition of "beneficial ownership" in Rule 13d-3,
each of the other Reporting Persons may be deemed to beneficially own
the NV Holdings Shares since Mr. LeBow beneficially owns a controlling
interest in BGL, which in turn owns 100% of the capital stock of BGLS,
which in turn owns 100% of the capital stock of NV Holdings. The
disclosure of this information shall not be construed as an admission
that any of the Reporting Persons other than NV Holdings is the
beneficial owner of the NV Holdings Shares under Rule 13d-3, or for
any other purpose, and such beneficial ownership is expressly
disclaimed. Under such definition of "beneficial ownership," it is
also possible that members of the Board of Directors of BGLS and NV
Holdings, in their capacities as such, might be deemed to be
beneficial owners of the BGLS Shares and NV Holding Shares,
respectively, and share the voting and dispositive powers with regard
to such respective Shares. The disclosure of this information shall
not be construed as an admission that the directors of BGLS and NV
Holdings are beneficial owners of the BGLS Shares and NV Holding
Shares, respectively, either for purposes of Section 13(d) of the Act
or for any other purpose, and such beneficial ownership is expressly
disclaimed.
(c) Inapplicable.
(d) Pursuant to the Pledge Agreements, BGLS and NV
Holdings each 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 BGLS Shares
and/or NV Holdings Shares, unless held by BGLS and/or NV Holdings 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 and NV
Holdings will have the right to exercise all voting, consensual and
other powers of ownership pertaining to the Preferred Stock and the
Common Stock for all purposes not inconsistent with the terms of the
Pledge Agreements, the New Indenture, the New Debt or any other
instrument or agreement referred to therein, provided that the BGLS
and NV Holdings agree that they will not vote the Preferred Stock
and/or the Common Stock in any manner that is inconsistent with the
terms of the Pledge Agreements, 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 and NV Holdings shall be entitled
to receive and retain, in accordance with the New Indenture, any
dividends on the BGLS Shares and/or NV Holdings Shares paid in cash
out of earned surplus. See Item 4 herein.
(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 59: Executive Officers and Directors of Brooke Group Ltd.,
BGLS Inc. and New Valley Holdings, Inc.
Exhibit 60: 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).
<PAGE> 10
SCHEDULE 13D
CUSIP NOS. 649080108 PAGE 10 OF 14 PAGES
649080207
Exhibit 61: 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 62: 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 63: Pledge and Security Agreement dated as of January 1,
1996, between New Valley Holdings, 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 4.4 in BGLS Inc.'s Registration
Statement on Form S-4, Commission File No. 33-80593).
Exhibit 64: 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> 11
SCHEDULE 13D
CUSIP NOS. 649080108 PAGE 11 OF 14 PAGES
649080207
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
NEW VALLEY HOLDINGS, INC.
By: /s/ Gerald E. Sauter
------------------------------------
Name: Gerald E. Sauter
Title: Chief Financial Officer
BENNETT S. LEBOW
By: /s/ Bennett S. LeBow
------------------------------------
<PAGE> 12
SCHEDULE 13D
CUSIP NOS. 649080108 PAGE 12 OF 14 PAGES
649080207
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially Numbered Page
Exhibit No. Title: on Which Exhibit Begins:
- ----------- ------ --------------------------
<S> <C> <C>
Exhibit 59: Executive Officers and Directors of Brooke Group Ltd., BGLS Inc. 13
and New Valley Holdings, Inc.
Exhibit 60: 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 61: 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 62: 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 63: Pledge and Security Agreement dated as of January 1, 1996, between New Inapplicable
Valley Holdings, 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 4.4 in BGLS Inc.'s Registration Statement on Form S-4, Commission
File No. 33-80593).
Exhibit 64: Indenture, dated as of January 1, 1996, between BGLS Inc. and Fleet National Inapplicable
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).
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<PAGE> 13
SCHEDULE 13D
CUSIP NOS. 649080108 PAGE 13 OF 14 PAGES
649080207
EXHIBIT 59:
<PAGE> 14
SCHEDULE 13D
CUSIP NOS. 649080108 PAGE 14 OF 14 PAGES
649080207
EXHIBIT 59
EXECUTIVE OFFICERS AND DIRECTORS:
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<CAPTION>
Brooke Group Ltd.:
- ----------------
Name: Position
- ---- --------
<S> <C>
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
New Valley Holdings, 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
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