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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): APRIL 14, 1997
BROOKE GROUP LTD.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-5759 51-0255124
(Commission File Number) (I.R.S. Employer Identification)
100 S.E. SECOND STREET, MIAMI, FLORIDA 33131
(Address of principal executive offices) (Zip Code)
(305) 579-8000
(Registrant's telephone number, including area code)
(NOT APPLICABLE)
(Former name of former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
EXHIBIT INDEX
23.5 Consent of Coopers & Lybrand L.L.P. relating to
Brooke Group Ltd.'s registration statements on
Form S-3 (No. 33-38869 and No. 33-63119) and
Form S-8 (No. 333-24217).
23.6 Consent of Price Waterhouse LLP relating to
Brooke Group Ltd.'s registration statements on
Form S-3 (No. 33-38869 and No,. 33-63119) and
Form S-8 (No. 333-24217).
23.7 Consent of KPMG Peat Marwick LLP relating to Brooke
Group Ltd.'s registration statements on Form S-3
(No. 33-38869 and No. 33-63119) and Form S-8
(No. 333-24217).
23.8 Consent of Arthur Andersen LLP relating to Brooke
Group Ltd.'s registration statements on Form S-3
(No. 33-38869 and No. 33-63119) and Form S-8
(No. 333-24217).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BROOKE GROUP LTD.
By: /s/ Richard J. Lampen
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Name: Richard J. Lampen
Title: Executive Vice President
Date: April 16, 1997
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EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Brooke Group, Ltd. on Form S-3 (No. 33-38869 and No. 33-63119) and Form S-8
(No. 333-24217): (i) of our report, dated March 27, 1997, on our audits of the
consolidated financial statements and financial statements schedule of Brooke
Group Ltd. and Subsidiaries as of December 31, 1996 and 1995, and for the years
ended December 31, 1996, 1995, and 1994 and (ii) of our report, dated March 24,
1997, on our audit of the consolidated financial statements of New Valley
Corporation and Subsidiaries as of December 31, 1996 and December 31, 1995, and
for the years ended December 31, 1996 and December 31, 1995, which reports are
included in the Annual Report on Form 10-K/A No. 1 of Brooke Group Ltd. for the
year ended December 31, 1996.
Coopers & Lybrand L.L.P.
Miami, Florida
April 14, 1997
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EXHIBIT 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus constituting
part of the Registration Statements on Form S-3 (No. 33-38869 and No. 33-63119)
and Form S-8 (No. 333-24217) of our report dated March 24, 1995, relating to
the financial statements of New Valley Corporation and its subsidiaries, which
appears on page F-52 of the Brooke Group Ltd. Annual Report on Form 10-K/A No.
1 for the year ended December 31, 1996.
Price Waterhouse LLP
Morristown, New Jersey
April 14, 1997
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EXHIBIT 23.7
CONSENT OF INDPENDENT AUDITORS
The Bord of Directors
Brooke Group Ltd.
We consent to the incorportion by reference of our report dated March 9, 1995
in the registration statements on Form S-3 (No. 33-38869 and No. 33-63119) and
Form S-8 (No. 333-24217) of Brooke Group Ltd., relating to the consolidated
statements of operations, stockholders' deficiency and cash flows of MAI
Systems Corporation for the year ended December 31, 1994 and related schedule,
which report appears in the December 31, 1996 annual report on Form 10-K/A No.
1 of Brooke Group Ltd.
KPMG Peat Marwick LLP
Orange County, California
April 14, 1997
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EXHIBIT 23.8
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Brooke Group Ltd.
We consent to the incorporation by reference of our report dated February 11,
1997 in the registration statements on Form S-3 (No. 33-38869 and No. 33-63119)
on Form S-8 (No. 333-24217) of Brooke Group Ltd., relting to the consolidated
balance sheets of Thinking Machines Corporation and subsidiaries as of December
31, 1996 and the related consolidated statements of operations, stockholders'
investment and cash flows for the year then ended, which report appears in the
December 31, 1996 annual report on Form 10-K of New Valley Corporation.
Arthur Andersen LLP
Boston, Massachusetts
April 14, 1997
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