<PAGE> 1
As filed with the Securities and Exchange Commission on July 22, 1998
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
BROOKE GROUP LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 100 S. E. SECOND STREET 51-0255124
(STATE OR OTHER JURISDICTION OF MIAMI, FLORIDA 33131 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) (305) 579-8000 IDENTIFICATION NUMBER)
</TABLE>
(ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE
OFFICES)
--------------------
CONSULTING AGREEMENT
BETWEEN THE
REGISTRANT AND J. SAUTER ENTERPRISES, INC.
(FULL TITLE OF THE PLAN)
--------------------
MARC N. BELL, ESQ.
VICE PRESIDENT AND
GENERAL COUNSEL
BROOKE GROUP LTD.
100 S.E. SECOND STREET
MIAMI, FLORIDA 33131
(305) 579-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PRICE OFFERING FEE
PER SECURITY PRICE
(1) (1)
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, PAR 250,000(2) $9.875 $2,468,750 $728.28
VALUE $.10 PER SHARE
===================================================================================
</TABLE>
<PAGE> 2
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, based upon the
average high and low exercise prices for the Company's Common Stock on the New
York Stock Exchange consolidated reporting system on July 21, 1998.
(2) This Registration Statement also relates to such indeterminate number
of additional shares of Common Stock of the Registrant as may be issuable as a
result of stock splits, stock dividends, recapitalizations, mergers,
reorganizations, combinations or exchange of shares or other similar events.
This Registration Statement shall become effective upon filing with the
SEC in accordance with Section 8(a) of the Securities Act of 1933, as amended,
and Rule 462 promulgated thereunder.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "SEC").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the SEC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed by Brooke Group Ltd. (the
"Registrant") with the SEC (File No. 1-5759) are incorporated herein by
reference:
1. The Registrant's Annual Report on Form 10-K, as amended, for the fiscal
year ended December 31, 1997.
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
3. All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end
of the fiscal year covered by the document referred to in (1) above.
4. The description of the Registrant's Common Stock to be offered
contained in the Registrant's Registration Statement on Form S-3 (No.
333-45377), including all amendments and reports filed for the purpose of
updating such descriptions.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Any statements contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of the Registrant's Common Stock to be
offered hereby is being passed upon for the Registrant by Marc N. Bell, Esq.,
Vice President and General Counsel of the Registrant. Mr. Bell has an
outstanding option to purchase 66,668 shares of the Registrant's Common Stock at
an exercise price of $5.00 per share.
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<PAGE> 4
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law and Article VI of
the Registrant's By-Laws provide for indemnification of the Registrant's
directors and officers in a variety of circumstances, which may include
liabilities under the Securities Act of 1933.
Section 102 of the Delaware General Corporation Law allows a
corporation to eliminate the personal liability of a director of a corporation
to the corporation or to any of its stockholders for monetary damage for a
breach of his fiduciary duty as a director, except in the case where the
director (i) breaches his duty of loyalty, (ii) fails to act in good faith,
engages in intentional misconduct or knowingly violates a law, (iii) authorized
the payment of a dividend or approves a stock repurchase in violation of the
Delaware General Corporate Law or (iv) obtains an improper personal benefit.
Article Ninth of the Registrant's Restated Certificate of Incorporation, as
amended, includes a provision which eliminates directors' personal liability to
the full extent permitted under the Delaware General Corporation Law, as the
same exists or may hereafter be amended.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
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<CAPTION>
EXHIBIT
(a) NO. DESCRIPTION
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<S> <C> <C>
4.1 Consulting Agreement, dated as of May 1,
1998, between the Registrant and J. Sauter
Enterprises, Inc.
5.1 Opinion of Marc N. Bell, Esq.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Marc N. Bell, Esq. (included in Exhibit 5.1).
24.1 Power of Attorney (included in the signature page hereof).
</TABLE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of the securities offered would
not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in the volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment is contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to any provision or arrangement whereby the
Registrant may indemnify any such directors, officers or controlling persons
against such liabilities, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami, and State of Florida, on the 22nd day of July,
1998.
BROOKE GROUP LTD.
By: /s/ Joselynn D. Van Siclen
---------------------------------------
Joselynn D. Van Siclen
Vice President, Chief Financial
Officer and Treasurer
Each person whose signature appears below hereby authorizes Richard J.
Lampen, Joselynn D. Van Siclen and Marc N. Bell, and each of them individually
(the "Agent"), with full power of substitution and resubstitution, to file one
or more amendments (including post-effective amendments) to the Registration
Statement which amendments may make such changes in the Registration Statement
as such Agent deems appropriate and each such person hereby appoints each such
Agent as attorney-in-fact to execute in the name and on behalf of each such
person, individually and in each capacity stated below, any such amendments to
the Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 22, 1998.
/s/ Bennett S. LeBow Chairman of the Board of
--------------------------------- Directors, President and
Bennett S. LeBow Chief Executive Officer
(Principal Executive Officer)
/s/ Joselynn D. Van Siclen Vice President, Chief Financial
--------------------------------- Officer and Treasurer (Principal
Joselynn D. Van Siclen Financial Officer and Principal
Accounting Officer)
/s/ Robert J. Eide Director
---------------------------------
Robert J. Eide
/s/ Jeffrey S. Podell Director
---------------------------------
Jeffrey S. Podell
/s/ Jean E. Sharpe Director
---------------------------------
Jean E. Sharpe
6
<PAGE> 1
EXHIBIT 4.1
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (this "Agreement") is entered into as of May
1, 1998 by and between Brooke Group Ltd., a Delaware corporation (the
"Company"), and J. Sauter Enterprises, Inc., a Florida corporation (the
"Consultant").
RECITALS:
WHEREAS, the Company, from time to time, may require certain services,
and the Consultant is able and willing to provide such services under the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties mutually agree as follows:
TERMS:
1. Consulting Period. From the date of this Agreement until April
30, 2004 (the "Consulting Period"), the Company agrees to retain the Consultant
to act as a consultant to the Company and the Consultant agrees to accept such
engagement and to provide consulting services to the Company, upon the terms and
subject to the conditions set forth herein.
2. Consulting Fee. In consideration of the Consultant's services
and other obligations hereunder, the Company shall pay the Consultant
twenty-four (24) quarterly payments of $94,000 each or such greater or lesser
amount which, when taxed at the highest individual marginal federal income tax
rate, will yield to Consultant's shareholder(s) $57,500 after payment of such
taxes with respect to such amount (each a "Quarterly Payment") (the aggregate of
all Quarterly Payments is hereafter referred to as the "Consulting Fee"),
payable on the first business day of February, May, August and November in each
year, commencing May 1, 1998. The Company may pre-pay any or all such Quarterly
Payments, at any time and from time to time, at a discount rate of ten (10%)
percent per annum. Any payments which are not paid when due shall bear interest
at the rate of ten (10%) per annum until paid.
<PAGE> 2
(a) At the Company's option, the Company may make any
Quarterly Payment in the form of shares of Company
common stock (or such other marketable security as
the Company may reasonably determine) (the "Tendered
Securities") valued for this purpose (subject to the
provisions set forth below) at the closing price on
the trading day preceding any Quarterly Payment due
date. Such shares will be fully paid and
non-assessable and will be listed on any securities
exchange on which the common stock is then listed and
will, when delivered to you, be fully registered
under an effective Registration Statement under the
Securities Act of 1933, as amended.
(b) Upon receipt of Tendered Securities, the Consultant
may liquidate such Tendered Securities in a
commercially reasonable manner within ten (10) days
after receipt. If they are so liquidated, the
Consultant shall provide the Company with an
accounting within ten (10) days from the last trade
date of Tendered Securities, relevant to each
Quarterly Payment. If they are so liquidated, the
proceeds from such sale and any dividends or other
distributions received on the shares, less any
reasonable and customary brokerage fees paid in
connection with such sale ("Net Proceeds"), shall
equal the amount of the Quarterly Payment. The
negative difference between the amount of a Quarterly
Payment due and the Net Proceeds (if any) shall be
paid by the Company within two (2) business days of
receipt of the accounting. The positive difference
between the amount of a Quarterly Payment due and the
Net Proceeds (if any) shall be a credit against the
next Quarterly Payment. If there is a positive
difference after the last Quarterly Payment, then the
Consultant will refund the difference to the Company
with the final accounting.
(c) If the Company elects to make any Quarterly Payment
in Tendered Securities, the Tendered Securities will
be delivered to an account which the Consultant
designates, in writing, prior to any pay date. The
Tendered Securities will be registered under the
Securities Act of 1933 (the "Act"),
2
<PAGE> 3
and so long as the Consultant does not become an
affiliate of the Company, within the meaning of Rule
405 of the Act, the Tendered Securities may be resold
by it without registration under the Act.
3. Duties and Responsibilities. The Consultant agrees to be
available during the Consulting Period for such consultation and advice
concerning the business and affairs of the Company and its affiliates as may be
reasonably requested by the executive officers of the Company from time to time
subject to the availability of the Consultant. Any failure of the Company to
request such services shall not terminate this Agreement or alter, change, or
diminish the obligations of the Company to the Consultant hereunder. The
Consultant is an independent contractor of the Company and is not an employee or
agent of the Company nor entitled to any benefits, privileges or reimbursements
given or extended by the Company to its employees.
4. Restrictive Covenant. In consideration of the foregoing, the
Consultant agrees that from the date of this Agreement until April 30, 2004, for
any reason, the Consultant (including its officers, directors and shareholders)
shall not, directly or indirectly, engage in any business which competes with
the Company's existing business (the "Business") in any county in any state in
which the Company or any of its direct or indirect subsidiaries (collectively,
the "Companies") conducts Business during the Consulting Period; provided,
however, that, the beneficial ownership of less than five percent of the shares
of stock of any corporation having a class of equity securities actively traded
on a national securities exchange or over-the-counter market shall not be
deemed, in and of itself, to violate the prohibitions of this Section.
5. Confidentiality. The Consultant agrees that at all times
during and after the Consulting Period, the Consultant shall: (a) hold in
confidence and refrain from disclosing to any other party all information of a
private, proprietary or confidential nature, of or concerning the Companies and
their business ("Confidential Information"); (b) use the Confidential
Information solely in connection with its consulting relationship with the
Companies and for no other purpose; (c) take all precautions reasonably
necessary to ensure that the Confidential Information shall not be shown, copied
or disclosed to third parties, without the prior written consent of the
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<PAGE> 4
Company; and (d) observe all security policies implemented by the Companies from
time to time with respect to the Confidential Information. In the event that the
Consultant is ordered to disclose any Confidential Information, whether in a
legal or regulatory proceeding or otherwise, the Consultant shall provide the
Secretary of the Company with prompt notice of such request or order so that the
Companies may seek to prevent disclosure in the case of any disclosure, the
Consultant shall disclose only that portion of the Confidential Information that
it is ordered or directed to disclose. Confidential Information shall not
include any information generally available in the public domain prior to
disclosure thereof.
6. Acknowledgments of the Parties. The parties agree and
acknowledge that the restrictions contained in Sections 4 and 5 are reasonable
in scope and duration and are necessary to protect the Companies. If any
provision of Sections 4 or 5 as applied to any party or to any circumstance is
adjudged by a court of competent jurisdiction to be invalid or unenforceable,
the same shall in no way affect any other circumstance or the validity or
enforceability of any other provisions of this Agreement. If any such provision,
or any part thereof, is held to be unenforceable because of the duration of such
provision or the area covered thereby, the parties agree that the court making
such determination shall have the power to reduce the duration and/or area of
such provision, and/or to delete specific words or phrases, and in its reduced
form such provision shall then be enforceable and shall be enforced.
7. Release. The Consultant hereby releases and forever discharges
the Company, New Valley Corporation and their respective officers, directors and
affiliates (collectively, the "Released Parties") from any and all actions,
causes of actions, contracts, claims and demands (collectively, "Actions"),
which the Consultant and its officers, directors and shareholders had or now
have or may have against the Released Parties for any matter arising through the
date hereof, including, but not limited to, claims based on the Age
Discrimination in Employment Act of 1967 (including the Older Workers Benefit
Protection Act), the Employee Retirement Income Security Act of 1974, the
Florida Civil Rights Act of 1992, the Dade County Equal Opportunity Ordinance,
or any common law, public policy, contract (whether oral or written, express or
implied) or tort law, and any other local, state or federal law, regulation or
ordinance having any bearing whatsoever on the terms and conditions of the
Consultant's employment. The foregoing
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<PAGE> 5
release shall not affect the Company's obligations pursuant to this Agreement.
8. Indemnification. The Consultant will be indemnified by the
relevant company to the fullest extent permitted by law for any liability or
claim asserted or made against the Consultant to the extent based upon the
Consultant serving as an officer, director, employee or consultant of the
Company, New Valley Corporation or any affiliate thereof.
9. Termination. The Consultant's services under this Agreement
shall terminate upon the completion of the Consulting Period, unless further
extended by mutual agreement of the parties.
10. Notices. All notices, requests, claims, demands or other
communications under this Agreement shall be in writing and shall be deemed to
have been effectively given when delivered personally, when dispatched by
electronic facsimile transmission (with receipt thereof electronically
confirmed) or one day after having been sent by guaranteed overnight delivery to
the parties at the following addresses (or such other address for a party as
shall be specified by like notice):
To the Company:
Marc N. Bell, Esq.
Brooke Group Ltd.
100 S.E. 2nd Street - 32nd Fl.
Miami, Florida 33131
(305) 579-8000
Fax: (305) 579-8016
To the Consultant:
Gerald E. Sauter, President
J. Sauter Enterprises, Inc.
16900 S.W. 82nd Avenue
Miami, Florida 33157
(305) 378-4591
Fax: (305) 254-6874
11. Amendment; Waiver. This Agreement may not be modified,
amended, supplemented, canceled or discharged, except by written instrument
executed by the parties.
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12. Assignment. This Agreement, and the Consultant's rights and
obligations hereunder, may not be assigned by it. The Company may assign its
rights, together with its obligations hereunder, to any successor thereto,
provided any such assignee acknowledges its assumption of all such rights and
obligations.
13. Severability; Survival. In the event that any provision of
this Agreement is found to be void and unenforceable by a court of competent
jurisdiction, then such unenforceable provision shall be deemed modified so as
to be enforceable (or if not subject to modification then eliminated herefrom)
for the purpose of those procedures to the extent necessary to permit the
remaining provisions to be enforced.
14. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original but all of which together shall
constitute one and the same instrument.
15. Governing Law. This Agreement shall be construed in accordance
with and governed for all purposes by the laws of the State of Florida
applicable to contracts executed and to be wholly performed within such state.
Any action under this Agreement shall be brought in a court of competent
jurisdiction located in Miami-Dade County, Florida.
16. Agency. Nothing herein shall imply or shall be deemed to imply
an agency relationship between the Consultant and the Company.
17. Entire Agreement; Authority. This Agreement contains the
entire understanding of the parties with respect to the subject matter hereof
and supersedes all prior agreements and understandings (oral or written) between
the parties with respect to such subject matter. Each signator represents that
this Agreement constitutes a valid and binding agreement on it and that each is
fully authorized to execute and deliver this Agreement.
6
<PAGE> 7
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
BROOKE GROUP LTD.
By: /s/ Bennett S. LeBow
----------------------------------
Name: Bennett S. LeBow
Title: Chairman and Chief
Executive Officer
J. SAUTER ENTERPRISES, INC.
By: /s/ Gerald E. Sauter
----------------------------------
Name: Gerald E. Sauter
Title: President
7
<PAGE> 1
EXHIBIT 5.1
July 22, 1998
Brooke Group Ltd.
100 S.E. Second Street, 32nd Floor
Miami, Florida 33131
RE: OFFERING OF SHARES PURSUANT TO
REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
I have acted as counsel to Brooke Group Ltd., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement on Form S-8 (the "Registration Statement") relating
to the registration by the Company of 250,000 shares of the Company's Common
Stock, $.10 par value per share (the "Shares"), issuable from time to time
pursuant to a Consulting Agreement, dated as of May 1, 1998, between, the
Company and J. Sauter Enterprises, Inc. (the "Consulting Agreement").
In so acting, I have examined originals, or copies certified or
otherwise identified to my satisfaction, of (a) the Restated Certificate of
Incorporation, as amended, and Amended and Restated By-Laws of the Company as
currently in effect, (b) the Registration Statement, (c) the Consulting
Agreement pursuant to which the Shares will be issued, which agreement is
included as an exhibit to the Registration Statement, (d) certain resolutions
adopted by the Board of Directors of the Company, and (e) such other documents,
records, certificates and other instruments of the Company as in my judgment are
necessary or appropriate for purposes of this opinion.
Based on the foregoing, I am of the following opinion:
1. The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Delaware.
<PAGE> 2
Brooke Group Ltd.
July 22, 1998
Page 2
2. The Shares have been duly authorized by the Company and, when
issued pursuant to the Consulting Agreement, will be duly and validly issued and
will be fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ MARC N. BELL
-----------------------------
MARC N. BELL
Vice President, General Counsel
and Secretary
MNB/smg
Enclosure
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Brooke Group Ltd. on Form S-8 of: (i) our report, dated April 8, 1998, on our
audits of the consolidated financial statements and financial statement schedule
of Brooke Group Ltd. and Subsidiaries as of December 31, 1997 and 1996, and for
the years ended December 31, 1997, 1996, and 1995, and (ii) our report, dated
March 31, 1998, on our audits of the consolidated financial statements and
financial statement schedule of New Valley Corporation and Subsidiaries as of
December 31, 1997 and 1996, and for the years ended December 31, 1997, 1996, and
1995, which reports are incorporated by reference in the Annual Report on Form
10-K/A No. 2 of Brooke Group Ltd. for the fiscal year ended December 31, 1997,
as filed with the Securities and Exchange Commission pursuant to the Securities
and Exchange Act of 1934.
PricewaterhouseCoopers LLP
Miami, Florida
July 22, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Brooke Group Ltd.
As independent public accountants, we consent to the incorporation by reference
of our report dated January 23, 1998 in the registration statement on Form S-8
of Brooke Group Ltd., relating to the consolidated balance sheets of Thinking
Machines Corporation and subsidiaries as of December 31, 1997 and 1996 and the
related consolidated statements of operations, stockholders' equity and cash
flows for the year ended December 31, 1997 and the period from February 8, 1996
(inception) to December 31, 1996, which report appears in the December 31, 1997
annual report on Form 10-K, as amended, of New Valley Corporation.
Arthur Andersen LLP
Boston, Massachusetts
July 22, 1998
