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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. 3)*
BROOKE GROUP LTD.
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(NAME OF ISSUER)
COMMON STOCK, $.10 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
112525-10-0
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(CUSIP NUMBER)
MARC N. BELL, c/o BROOKE GROUP LTD.,
100 S.E. SECOND STREET, 32ND FLOOR
MIAMI, FL 33131 (305) 579-8000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
May 27, 1997
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(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).
(continued on following pages)
(Page 1 of 7 Pages)
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SCHEDULE 13D
CUSIP No. 112525-10-0 Page 2 of 7 Pages
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(1) Name of Reporting Person
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
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(7) Sole Voting Power
Number of 9,036,208
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 500,000
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 9,036,208
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(10) Shared Dispositive Power
500,000
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
9,536,208
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
52.7%
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(14) Type of Reporting Person*
IN
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*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.
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SCHEDULE 13D
CUSIP No. 112525-10-0 Page 3 of 7 Pages
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PRELIMINARY STATEMENT:
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This Amendment No. 3 amends the Schedule 13D filed by Bennett
S. LeBow (the "Reporting Person") with the Securities and Exchange Commission
on February 21, 1995, as previously amended by Amendment Nos. 1-2 thereto (as
amended, 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 5 is hereby amended as follows:
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of May 29, 1997, the Reporting Person was the
direct and indirect beneficial owner of, in the
aggregate, 9,536,208 shares of Common Stock, which
constituted approximately 52.7% of the 18,097,096
shares of Common Stock outstanding as of May 12, 1997
(as reported in BGL's joint quarterly report on Form
10-Q for the quarterly period ended March 31, 1997).
(b) The Reporting Person directly exercises sole voting
power and sole dispositive power over 2,410,338 shares
of Common Stock. The Reporting Person indirectly
exercises sole voting power and sole dispositive power
over 6,625,870 shares of Common Stock through certain
affiliates, namely: (1) BSL, which holds 4,844,156
shares; (2) LLP, which holds 1,281,715 shares; and (3)
LFP, which holds 499,999 shares. The Bennett and
Geraldine LeBow Foundation, Inc., a Florida
not-for-profit corporation (the "Foundation"), of
which the Reporting Person and family members serve as
directors and executive officers, owns 500,000 shares
of the Common Stock. The Reporting Person possesses
shared voting power and shared dispositive power with
the other directors of the Foundation with respect to
the Foundation's shares of Common Stock. The
Foundation's principal business and office address is
1221 Brickell Avenue, 21st Floor, Miami, Florida 33131.
(c) On May 27, 1997, the Reporting Person made a gift of
500,000 shares of Common Stock to the Foundation.
(d) See Item 6 herein.
Item 6 is hereby amended as follows:
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
On May 27, 1997, the Foundation pledged its 500,000 shares
of Common Stock to U.S. Clearing Corp. as security for a
margin loan in the amount of approximately $123,000.
Item 7 is hereby amended as follows:
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 2: Margin Agreement by and between the Foundation
and U.S. Clearing Corp.
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SCHEDULE 13D
CUSIP No. 112525-10-0 Page 4 of 7 Pages
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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: May 30, 1997
/s/ Bennett S. LeBow
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Bennett S. LeBow
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SCHEDULE 13D
CUSIP No. 112525-10-0 Page 5 of 7 Pages
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially Numbered Page
Exhibit No. Title: on Which Exhibit Begins
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<S> <C> <C>
Exhibit 2: Margin Agreement by and between the 6
Foundation and U.S. Clearing Corp.
</TABLE>
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SCHEDULE 13D
CUSIP No. 112525-10-0 Page 6 of 7 Pages
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EXHIBIT 2:
<PAGE> 7
SCHEDULE 13D
CUSIP No. 112525-10-0 Page 7 of 7 Pages
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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. 305-30048
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
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.
The Bennett and Geraldine LeBow Foundation, Inc.
/s/ Bennett S. LeBow
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By: Bennett S. LeBow Title: President (signature of co-applicant)
(applicant's signature)
Date 05/28/97 Date
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