<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
BROOKE GROUP LTD.
-----------------
(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE
-----------------------------
(TITLE OF CLASS OF SECURITIES)
112525-10-0
--------------
(CUSIP NUMBER)
MARC N. BELL
VICE PRESIDENT AND GENERAL COUNSEL
BROOKE GROUP LTD.
100 S.E. SECOND STREET, 32ND FLOOR
MIAMI, FL 33131 (305) 579-8000
-----------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
APRIL 13, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss. ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 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> 2
SCHEDULE 13D
CUSIP NO. 112525-10-0 PAGE 2 OF 7 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. 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 8,658,008
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 547,000
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 8,658,008
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(10) SHARED DISPOSITIVE POWER
547,000
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,205,008
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.24%
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(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*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.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 112525-10-0 PAGE 3 OF 7 PAGES
--------------------- -------- --------
PRELIMINARY STATEMENT:
----------------------
This Amendment No. 4 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 Amendments No. 1-3 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 April 14, 1998, the Reporting Person was the
indirect beneficial owner of, in the aggregate,
9,205,008 shares of Common Stock (the "Shares"),
which constituted approximately 45.24% of the
20,348,498 shares of Common Stock outstanding as of
April 6, 1998 (as reported in BGL's Annual Report on
Form 10-K for the year ended December 31, 1997).
(b) The Reporting Person indirectly exercises sole voting
power and sole dispositive power over 8,658,008
shares of Common Stock through LeBow Limited
Partnership, a Delaware limited partnership ("LLP").
LeBow Holdings, Inc., a Nevada corporation ("LHI"),
is the general partner of LLP. The Reporting Person
is a director, officer and sole shareholder of LHI.
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 547,000 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) Transactions in the Common Stock by the Reporting
Person effected during the past 60 days are described
in Exhibit 4 hereto which is incorporated herein by
reference.
Item 6 is hereby amended as follows:
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
As of April 14, 1998, 8,191,800 shares of Common
Stock are pledged by LLP to U.S. Clearing Corp. ("USC") to
secure a margin loan to the Reporting Person in the amount of
approximately $2,050,000.
Item 7 is hereby amended as follows:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 3: Margin Agreement dated December 29, 1997 by and
between LLP and USC.
Exhibit 4: Transactions in the Common Stock in the past 60
days.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 112525-10-0 PAGE 4 OF 7 PAGES
--------------------- -------- --------
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: April 14, 1998
/s/ Bennett S. LeBow
-------------------
Bennett S. LeBow
<PAGE> 1
EXHIBIT 3
SCHEDULE 13D
CUSIP NO. 112525-10-0 PAGE 5 OF 7 PAGES
--------------------- -------- --------
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. 305-30057-1-0
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.
LEBOW LIMITED PARTNERSHIP
By: /s/ Bennett S. LeBow
- ------------------------------------- ---------------------------
BENNETT S. LEBOW, ITS GENERAL PARTNER (SIGNATURE OF CO-APPLICANT)
(APPLICANT'S SIGNATURE)
DATE DECEMBER 29, 1997 DATE
------------------------------- ----------------------------
<PAGE> 1
EXHIBIT 4
SCHEDULE 13D
CUSIP NO. 112525-10-0 PAGE 6 OF 7 PAGES
--------------------- -------- --------
TRANSACTIONS IN THE COMMON STOCK IN THE PAST 60 DAYS
<TABLE>
<CAPTION>
TRANSACTION NO. OF SHARES PRICE PER
NAME DATE SOLD SHARE
---- ---- ---- -----
<S> <C> <C> <C>
LeBow Limited Partnership 3/6/98 23,082 15.00
LeBow Limited Partnership 3/6/98 2,335 15.13
LeBow Limited Partnership 3/6/98 600 15.25
LeBow Limited Partnership 3/6/98 3,135 15.38
LeBow Limited Partnership 3/6/98 667 15.50
LeBow Limited Partnership 3/6/98 1,668 15.59
LeBow Limited Partnership 3/6/98 10,207 15.63
LeBow Limited Partnership 3/6/98 1,668 15.69
LeBow Limited Partnership 3/6/98 1,001 16.00
LeBow Limited Partnership 3/6/98 801 16.50
LeBow Limited Partnership 3/6/98 3,336 16.75
LeBow Limited Partnership 3/6/98 20,000 gift
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TOTAL 3/6/98 68,500
LeBow Limited Partnership 3/9/98 1,529 15.13
LeBow Limited Partnership 3/9/98 864 15.25
LeBow Limited Partnership 3/9/98 532 15.50
LeBow Limited Partnership 3/9/98 6,716 15.63
LeBow Limited Partnership 3/9/98 998 15.75
LeBow Limited Partnership 3/9/98 665 15.81
LeBow Limited Partnership 3/9/98 4,721 15.88
LeBow Limited Partnership 3/9/98 1,065 15.94
LeBow Limited Partnership 3/9/98 2,194 16.00
LeBow Limited Partnership 3/9/98 2,925 16.06
LeBow Limited Partnership 3/9/98 3,126 16.13
LeBow Limited Partnership 3/9/98 665 16.25
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TOTAL 3/9/98 26,000
LeBow Limited Partnership 3/10/98 1,670 16.25
LeBow Limited Partnership 3/10/98 3,874 16.31
LeBow Limited Partnership 3/10/98 3,340 16.44
LeBow Limited Partnership 3/10/98 3,073 16.56
LeBow Limited Partnership 3/10/98 1,737 16.63
LeBow Limited Partnership 3/10/98 1,336 16.81
LeBow Limited Partnership 3/10/98 1,403 16.88
LeBow Limited Partnership 3/10/98 14,629 16.94
LeBow Limited Partnership 3/10/98 1,002 17.00
LeBow Limited Partnership 3/10/98 1,336 17.06
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TOTAL 3/10/98 33,400
LeBow Limited Partnership 3/11/98 2,796 15.63
LeBow Limited Partnership 3/11/98 599 15.75
LeBow Limited Partnership 3/11/98 5,260 15.88
LeBow Limited Partnership 3/11/98 2,595 16.00
LeBow Limited Partnership 3/11/98 333 16.06
LeBow Limited Partnership 3/11/98 666 16.13
LeBow Limited Partnership 3/11/98 1,664 16.25
LeBow Limited Partnership 3/11/98 200 16.31
</TABLE>
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 112525-10-0 PAGE 7 OF 7 PAGES
--------------------- -------- --------
TRANSACTIONS IN THE COMMON STOCK IN THE PAST 60 DAYS
<TABLE>
<CAPTION>
TRANSACTION NO. OF SHARES PRICE PER
NAME DATE SOLD SHARE
---- ---- ---- -----
<S> <C> <C> <C>
LeBow Limited Partnership 3/11/98 1,198 16.38
LeBow Limited Partnership 3/11/98 7,323 16.50
LeBow Limited Partnership 3/11/98 333 16.63
LeBow Limited Partnership 3/11/98 333 16.75
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TOTAL 3/11/98 23,300
LeBow Limited Partnership 3/12/98 5,026 15.00
LeBow Limited Partnership 3/12/98 477 15.06
LeBow Limited Partnership 3/12/98 1,608 15.25
LeBow Limited Partnership 3/12/98 503 15.31
LeBow Limited Partnership 3/12/98 955 15.38
LeBow Limited Partnership 3/12/98 251 15.44
LeBow Limited Partnership 3/12/98 779 15.50
LeBow Limited Partnership 3/12/98 75 15.56
LeBow Limited Partnership 3/12/98 402 15.63
LeBow Limited Partnership 3/12/98 251 15.69
LeBow Limited Partnership 3/12/98 377 15.75
LeBow Limited Partnership 3/12/98 250 15.81
LeBow Limited Partnership 3/12/98 251 15.88
LeBow Limited Partnership 3/12/98 126 15.94
LeBow Limited Partnership 3/12/98 10,629 16.00
LeBow Limited Partnership 3/12/98 577 16.13
LeBow Limited Partnership 3/12/98 1,458 16.25
LeBow Limited Partnership 3/12/98 1,005 16.38
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TOTAL 3/12/98 25,000
LeBow Limited Partnership 4/13/98 25,000 15.38
LeBow Limited Partnership 4/13/98 75,000 15.50
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TOTAL 4/13/98 100,000
LeBow Limited Partnership 4/14/98 10,000 15.00
LeBow Limited Partnership 4/14/98 25,000 15.13
---------------
TOTAL 4/14/98 35,000
</TABLE>
Except for a gift made on March 6,1998, all transactions
were effected in the open market on the New York Stock Exchange.
