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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)*
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
VICE PRESIDENT AND GENERAL COUNSEL
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 23, 1999
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 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 Section 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).
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SCHEDULE 13D
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CUSIP NO. 112525-10-0 PAGE 2 OF 4 PAGES
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Name of Reporting Person
1 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) [ ]2
(b) [ ]3
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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)
[ ]5
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6 Citizenship or Place of Organization
United States
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7 Sole Voting Power
8,993,008 (see item 5)
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Number of
Shares 8 Shared Voting Power
Beneficially
Owned by Each 539,091
Reporting Person --------------------------------------------------------
With
9 Sole Dispositive Power
8,993,008 (see item 5)
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10 Shared Dispositive Power
539,091
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,532,099 (see item 5)
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares*
[ ]7
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13 Percent of Class Represented by Amount in Row (11)
44.19%
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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 4 PAGES
PRELIMINARY STATEMENT:
This Amendment No. 6 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. 1-5 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 June 2, 1999, the Reporting Person was the indirect
beneficial owner of, in the aggregate, 9,532,099 shares of
Common Stock (the "Shares"), which constituted approximately
44.19% of the 20,943,730 shares of Common Stock outstanding
(plus 625,000 shares acquirable by the Reporting Person within
60 days upon exercise of options). The Reporting Person's
beneficial ownership includes 625,000 options for Shares
granted to the Reporting Person, pursuant to a Long-Term
Incentive Plan described in Amendment 5 to the Schedule 13D,
which the Reporting Person has the right to acquire within 60
days.
(b) The Reporting Person indirectly exercises sole voting power
and sole dispositive power over 1,168,008 Shares through LeBow
Limited Partnership, a Delaware limited partnership ("LLP"),
and over 7,200,000 Shares through LeBow Gamma Limited
Partnership, a Nevada limited partnership ("LGLP"). LeBow
Holdings, Inc., a Nevada corporation ("LHI"), is the general
partner of LLP and is the sole stockholder of LeBow Gamma Inc.
("LGI"), a Nevada corporation, which is the general partner
of LGLP. The Reporting Person is a director, officer and sole
shareholder of LHI and a director and officer of LGI. 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 539,091 Shares. 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 18, 1999, the Reporting Person sold 5,000 Shares for
$21.25 and, on May 21, 1999, the Foundation sold 12,000 Shares
for $21.02. On May 21, 1999, the Foundation gifted 90,909
Shares.
Item 6 is hereby amended as follows:
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
(a) As of June 2, 1999, 831,800 shares of Common Stock are pledged
by LLP to U.S. Clearing Corp. to secure a margin loan to the
Reporting Person in the amount of approximately $4,780,000.
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SCHEDULE 13D
CUSIP NO. 112525-10-0 PAGE 4 OF 4 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: June 1, 1999
/s/ Bennett S. LeBow
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Bennett S. LeBow
