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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
JOINT CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JULY 31, 1997
<TABLE>
<CAPTION>
<S> <C>
BROOKE GROUP LTD. BGLS INC.
(Exact name of registrant as specified in its (Exact name of registrant as specified in its
charter) charter)
1-5759 33-93576
(Commission File Number) (Commission File Number)
51-0255124 13-3593483
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
DELAWARE DELAWARE
(State or other jurisdiction of incorporation (State or other jurisdiction of incorporation
or organization) or organization)
100 S.E. SECOND STREET 100 S.E. SECOND STREET
MIAMI, FLORIDA 33131 MIAMI, FLORIDA 33131
(Address of principal executive offices including (Address of principal executive offices including
Zip Code) Zip Code)
305/579-8000 305/579-8000
(Registrant's telephone number, including area (Registrant's telephone number, including area
code) code)
(NOT APPLICABLE) (NOT APPLICABLE)
(Former name or former address, (Former name or former address,
if changed since last report) if changed since last report)
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ITEM 5. OTHER EVENTS.
On July 31, 1997, Brooke Group Ltd. issued a press release,
a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
The following Exhibit is provided in accordance with the
provisions of Item 601 of Regulation S-K and is filed herewith unless otherwise
noted.
EXHIBIT INDEX
99.1 Press Release of Brooke Group Ltd. dated July 31, 1997.
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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 hereunto duly authorized.
BROOKE GROUP LTD.
By:/s/ Joselynn D. Van Siclen
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Joselynn D. Van Siclen
Vice President and Chief
Financial Officer
BGLS INC.
By:/s/ Joselynn D. Van Siclen
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Joselynn D. Van Siclen
Vice President and Chief
Financial Officer
Date: August 1, 1997
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EXHIBIT 99.1
[SARD VERBINNEN & CO LETTERHEAD]
FOR IMMEDIATE RELEASE
Contact: George Sard/Anna Cordasco/Paul Caminiti
Sard Verbinnen & Co.
212-687-8080
LIGGETT GROUP CONTINUES NEGOTIATIONS WITH NOTEHOLDERS
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Miami, FL, July 31, 1997 - Brooke Group Ltd. (NYSE: BGL) announced
today that its wholly-owned subsidiary Liggett Group Inc. is in negotiations
with a committee comprised of a majority of its noteholders with respect to the
previously disclosed potential restructuring of Liggett's public debt. In
conjunction with these discussions, Brooke is also engaged in negotiations with
the principal holders of the public debt of its wholly-owned subsidiary BGLS
Inc. with respect to certain related modifications to the terms of such debt.
Pending completion of the negotiations, BGLS and Liggett have
postponed making the interest payments due on July 31, 1997 on BGLS' 15.75%
Senior Secured Notes due 2001 and on August 1, 1997 on Liggett's 11.50% Series
B Senior Secured Notes due 1999 and Variable Rate (19.75%) Series C Senior
Secured Notes due 1999, respectively. The indentures governing BGLS' and
Liggett's Senior Secured Notes provide for a 30-day grace period before the
failure to pay interest will be an event of default.
Brooke Group is a holding company which through BGLS Inc. owns
Liggett Group Inc. and controlling interests in Liggett-Ducat Ltd. and New
Valley Corporation.
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