<PAGE> 1
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OMB NUMBER: 3235-0145
EXPIRES: OCTOBER 31, 1997
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HOURS PER FORM......14.90
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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)*
BROOKE GROUP LTD.
-----------------
(NAME OF ISSUER)
COMMON STOCK, $.10 PAR VALUE
------------------------------
(TITLE OF CLASS OF SECURITIES)
112525-10-0
--------------
(CUSIP NUMBER)
MARC N. BELL, C/O 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 10, 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. 112525-10-0 PAGE 2 OF 9 PAGES
<TABLE>
<S> <C> <C>
===================================================================================================================
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
Bennett S. LeBow
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2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds*
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5 Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
United States
===================================================================================================================
7 Sole Voting Power
Number of 10,456,208
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Shares 8 Shared Voting Power
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Beneficially 9 Sole Dispositive Power 10,456,208
Owned by Each
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Reporting Person 10 Shared Dispositive Power
With
===================================================================================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,456,208
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
-------------------------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
56.5%
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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> 3
SCHEDULE 13D
CUSIP NO. 112525-10-0 PAGE 3 OF 9 PAGES
PRELIMINARY STATEMENT
This Amendment No. 1 (the "Amendment") supplements the Schedule 13D
filed by the Reporting Person (as defined below) with the Securities and
Exchange Commission on February 21, 1995 (the "Schedule 13D"), relating to the
common stock, $.10 par value per share (the "Common Stock"), of Brooke Group
Ltd. ("BGL"). 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 of BGL, 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) Bennett S. LeBow (the "Reporting Person").
(b) c/o Brooke Group Ltd., 100 S.E. Second Street, 32nd Floor,
Miami, Florida 33131.
(c) Chairman of the Board, President and Chief Executive
Officer of BGL, which is located at the address set forth
in subparagraph (b) of this Item 2.
(d), (e) During the last five years, the Reporting Person has
neither: (1) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors);
or (2) been 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 of mandating activities subject to, Federal or
State securities laws or finding any violation with
respect to such laws.
(f) United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person disposed of an aggregate of 115,000
shares of his directly held Common Stock by inter-vivos gifts to
not-for-profit organizations, thereby reducing his direct and indirect
holdings of such Common Stock to 10,456,208 shares of Common Stock,
as follows:
Date Quantity
---- --------
09/20/95 50,000
12/28/95 50,000
12/28/95 15,000
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the Reporting Person's dispositions of
115,000 shares of his directly held Common Stock was to effectuate
inter-vivos gifts to not-for-profit organizations. See also Item 6
herein.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 112525-10-0 PAGE 4 OF 9 PAGES
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of January 16, 1996, the Reporting Person was the direct and
indirect beneficial owner of aggregately 10,456,208 shares of
Common Stock (the "Shares"), which constituted approximately
56.5% of the 18,497,096 shares of Common Stock outstanding as of
November 13, 1995 (as reported in BGL's quarterly report on
Form 10-Q for the quarterly period ended September 30, 1995).
(b) The Reporting Person directly exercises voting power and
dispositive power over 2,930,338 of the Shares. The Reporting
Person indirectly exercises voting power and dispositive power
over the remainder of the Shares through certain affiliates,
namely: (1) BSL Partners, a New York general partnership
("BSL"), which holds 4,844,156 of the Shares; (2) LeBow Limited
Partnership, a Delaware limited partnership ("LLP"), which holds
1,681,715 of the Shares; and (3) LeBow Family Partnership 1993,
Ltd., a Florida limited partnership, which holds 999,999 of the
Shares. The Reporting Person, BSL and LLP are sometimes
hereinafter collectively referred to as the "Holders".
(c) See Items 3 and 4 herein.
(d) See Item 6 herein.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
On January 10, 1995, the Holders pledged 9,000,000 of the Shares
to U.S. Clearing Corp. as security for a margin loan in the amount of
approximately $10.7 million. 400,000 of the 1,681,715 of the Shares
held by LLP are pledged to secure its obligation to make payments in
respect of a loan in the original principal amount of $8.4 million
from Brooke Partners, L.P. (the predecessor in interest of BGLS Inc.,
a wholly-owned subsidiary of BGL), to a former executive, due in 1997.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Margin Agreement by and between the Reporting Person
and U.S. Clearing Corp.
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 112525-10-0 PAGE 5 OF 9 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: January 16, 1996
/s/ Bennett S. LeBow
--------------------
Bennett S. LeBow
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 112525-10-0 PAGE 6 OF 9 PAGES
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially Numbered Page
Exhibit No. Title: on Which Exhibit Begins
- ----------- ------ --------------------------
<S> <C> <C>
Exhibit 1: Margin Agreement by and between the 7
Reporting Person and U.S. Clearing Corp.
</TABLE>
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 112525-10-0 PAGE 7 OF 9 PAGES
EXHIBIT 1:
<PAGE> 8
SCHEDULE 13D
CUSIP NO. 112525-10-0 PAGE 8 OF 9 PAGES
U.S. CLEARING
CORP.
Member New York Stock Exchange
120 Broadway New York, N.Y. 10271-0046
MARGIN AGREEMENT
TO: U.S. CLEARING CORP. AND A/C No. 305-2024
TO: THE INTRODUCING BROKER (MY BROKER)
1. I agree as follows with respect to the margin account I have
opened with you for the purchase and sale of securities and/or the
borrowing of funds.
2. I am of legal age and no one except the undersigned has any
interest in this account.
3. All transactions for my account shall be subject to the
constitution, rules, regulations, customs and usages of the exchange
or market (and its clearing house, if any) where executed.
4. Any and all securities or commodities or contracts relating
thereto and all other property of whatsoever kind belonging to me or
in which I may have an interest held by you or carried for my account
shall be subject to a general lien for the discharge of my obligations
to you, however arising and without regard to whether or not you have
made advances with respect to such property, and without notice to me
may be carried in your general loans and may be pledged, re-pledged,
hypothecated or re-hypothecated, separately or in common with other
securities and commodities of any other property, for the sum due to
you thereon or for a greater sum and without retaining in your
possession and control for delivery a like amount of similar
securities, commodities or other property.
5. I will maintain such margins as you may in your discretion
require from time to time and will pay on demand any debit balance
owing with respect to any of my accounts and I will, at your request
from time to time, deposit such additional collateral as may be
required by the rules of any exchange or regulatory agency or as may
be considered necessary or appropriate, in your discretion, to secure
my obligations to you. You may, whenever in your discretion you
consider it necessary for your protection, sell any or all securities
or commodities or contracts relating thereto held in any of my
accounts, including safekeeping accounts, and you may borrow or buy in
any securities or commodities required to make delivery against any
sale effected for me. Such sale or purchase may be public or private
and may be made without advertising or notice to me and in such manner
as you may in your discretion determine and at any such sale you may
purchase the property free from any right of redemption and I shall be
liable for any deficiency.
6. I agree to pay interest and service charges upon my account
monthly at the prevailing rate as determined by you. The interest
charged on the average debit balances appears on the monthly statement
and indicates rate and period covered. The rate may change from time
to time without notice due to fluctuations in money market rates or
from other causes. It is computed by the ordinary interest method,
which assumes a year to have 360 days. The actual number of days
within the period is used as the numerator.
7. I agree that, in giving orders to sell, all "short" sale orders
will be designated as "short," and all "long" sale orders will be
designated as "long," and that the designation of a sell order as
"long" is a representation on my part that I own the security, and if
the security is not in your possession, that it is then impracticable
to deliver the security to you forthwith and that I will deliver it as
soon as possible.
8. Reports of the execution of orders and statements of my account
shall be conclusive if not objected within five days and ten days,
respectively, after transmittal to me by mail or otherwise.
9. At any time and from time to time you may, in your discretion,
without notice to me, apply and/or transfer any securities,
commodities, contracts relating thereto, or any other property or
equity therein, interchangeably between any of my accounts, whether
individual or joint from any of my accounts to any account guaranteed
by me.
10. This agreement shall inure to the benefit of your successors and
assigns, shall be binding on the undersigned, his heirs, executors,
administrators and assigns, and shall be governed by the laws of the
state of new york.
11. Agreement to arbitrate all controversies
I represent that I understand the terms of the arbitration
clause, as follows:
(a) Arbitration is final and binding on the parties.
(b) The parties are waiving their right to seek remedies in
court, including the right to jury trial.
(c) Pre-arbitration discovery is generally more limited than and
different from court proceedings.
(d) The arbitrators' aware is not required to include factual
findings or legal reasoning and any party's right to appeal or to seek
modification of rulings by the arbitrators is strictly limited.
(e) The panel of arbitrators will typically include a minority
of arbitrators who were or are affiliated with the securities industry.
The undersigned agrees, and by carrying an account of the undersigned you
agree, that all controversies which may arise between us, including but not
limited to those involving any transaction or the construction, performance, or
breach of this or any other agreement between us, whether entered into prior,
on or subsequent to the date hereof, shall be determined by arbitration. Any
<PAGE> 9
SCHEDULE 13D
CUSIP NO. 112525-10-0 PAGE 9 OF 9 PAGES
arbitration under this agreement shall be conducted before the New York Stock
Exchange, Inc. ("NYSE") or the National Association of Securities Dealers, Inc.
("NASD"), and in accordance with its rules then in force. I may elect in the
first instance whether arbitration shall be conducted before the nyse or the
nasd, but if I fail to make such election by registered letter or telegram
addressed to you at your main office, before the expiration of five days after
receipt of a written request from you to make such election, then you may make
such election. Judgment upon the award of arbitrators may be entered in any
court, state or federal, having jurisdiction.
LENDING AGREEMENT
12. You and any firm succeeding to your firm are hereby authorized from time
to lend separately or together with the property of others either to yourselves
or to others any property which you may be carrying for me on margin. This
authorization shall apply to all accounts carried by you for me and shall
remain in full force until written notice or revocation is received by you at
your principal office in New York. By signing this agreement, I acknowledge
the following: (1) THAT, IN ACCORDANCE WITH PARAGRAPH #11 I AM AGREEING IN
ADVANCE TO ARBITRATE ANY CONTROVERSIES WHICH MAY ARISE WITH YOU, AND (2)
RECEIPT OF A COPY OF THIS AGREEMENT.
/s/ Bennett S. Lebow
- ----------------------------------- ---------------------------
(applicant's signature) (signature of co-applicant)
DATE 08/10/93 DATE
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