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 Shares
(Title of Class of Securities)
112525100
(CUSIP Number)
Marc Weitzen, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 20th Floor
New York, New York 10036
(212) 626-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 7, 1998
(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 / /.
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>
SCHEDULE 13D
(Amendment No. 1)
CUSIP No. 112525100
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,574,100
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,574,100
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,574,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
(Amendment No. 1)
CUSIP No.112525100
1 NAME OF REPORTING PERSON
Riverdale LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONL
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,574,100
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,574,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,574,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
(Amendment No. 1)
CUSIP No.112525100
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
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 of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,574,100
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,574,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,574,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
(Amendment No. 1)
Item 1. Security and Issuer
The Schedule 13D filed with the U.S. Securities and Exchange Commission
on January 28, 1998, by High River Limited Partnership, a Delaware limited
partnership ("High River"), Riverdale LLC, a New York limited liability company
("Riverdale"), and Carl C. Icahn, a citizen of the United States of America
(collectively, the "Registrants"), relating to the common shares, no par value
(the "Shares"), of Brooke Group Ltd. (the "Issuer"), is amended to furnish the
additional information set forth herein. All capitalized terms contained herein
but not otherwise defined shall have the meaning ascribed to such terms in the
previously filed statement on Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the 244,000 Shares purchased by the
Registrants not previously reported on a Schedule 13D by the Registrants was
$1,236,891.95 (including commissions). The source of funding for the purchase of
these Shares was general working capital of the Registrants.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on October 7, 1998, Registrants may be
deemed to beneficially own, in the aggregate, 1,574,100 Shares, representing
approximately 7.7% of the Issuer's outstanding Shares (based upon the 20,473,730
Shares stated to be outstanding as of August 14, 1998 by the Issuer in the
Issuer's Form 10-Q filing, filed with the Securities and Exchange Commission on
August 17, 1998).
(b) High River has sole voting power and sole dispositive power with
regard to 1,574,100 Shares. Riverdale has shared voting power and shared
dispositive power with regard to 1,574,100 Shares. Carl C. Icahn has shared
voting power and shared dispositive power with regard to 1,574,100 Shares.
Riverdale and Mr. Icahn, by virtue of their relationships to High River
(as disclosed in Item 2), may be deemed to beneficially own (as that term is
defined in Rule 13d-3 under the Act) the Shares which High River directly
beneficially owns. Each of Riverdale and Mr. Icahn disclaims beneficial
ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to
Shares effected during the past sixty days by any of the
<PAGE>
Registrants. All such transactions were effected in the open
market.
No. of Shares Price
NAME DATE PURCHASED PER SHARE
High River 8/6/98 1,400 $7.1300
High River 8/25/98 46,800 $6.1485
High River 8/26/98 40,000 $4.5166
High River 9/14/98 5,000 $4.7375
High River 9/15/98 50,000 $5.1300
High River 9/25/98 12,500 $4.5600
High River 9/28/98 10,500 $4.9940
High River 10/07/98 77,800 $5.2830
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 8, 1998
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC,
General Partner
By: /S/ CARL C. ICAHN
Name: Carl C. Icahn
Title: Member
RIVERDALE LLC
By: /S/ CARL C. ICAHN
Name: Carl C. Icahn
Title: Member
/S/ CARL C. ICAHN
CARL C. ICAHN
[Signature Page of Amendment No. 1 to Schedule 13D with respect to
Brooke Group Ltd.]
