<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number 1-5759
CUSIP Number: 112525 10 0
Commission File Number 33-93576
CUSIP Number: 055432 AB 4
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ]
Form 20-F [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: DECEMBER 31, 1998
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
------------------------------------------------
Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
-------------------------
PART I. REGISTRANT INFORMATION
Full name of registrant BROOKE GROUP LTD.
Former name if applicable
Address of principal executive office 100 S.E. SECOND STREET
City, State and Zip Code MIAMI, FLORIDA 33131
Full name of registrant BGLS INC.
Former name if applicable
Address of principal executive office 100 S.E. SECOND STREET
City, State and Zip Code MIAMI, FLORIDA 33131
PART II. RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on Form
10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the 15th calendar day following the prescribed due
<PAGE> 2
date; or the subject quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day following
the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
The Registrants could not obtain all the required information necessary
to complete their joint annual report on Form 10-K.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
JOSELYNN D. VAN SICLEN 305 579-8000
---------------------- --- ------------------
(Name) (Area code) (Telephone number)
(2) Have all other periodic reports required under Section 13 or 15 (d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrants were required to file such report(s) been filed? If the answer is
no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
BROOKE GROUP LTD.
(Name of registrant as specified in charter.)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 31, 1999 By /s/ Joselynn D. Van Siclen
-------------- ------------------------------
Joselynn D. Van Siclen
Vice President and Chief Financial Officer
BGLS INC.
(Name of registrant as specified in charter.)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 31, 1999 By /s/ Joselynn D. Van Siclen
-------------- ------------------------------
Joselynn D. Van Siclen
Vice President and Chief Financial Officer
<PAGE> 3
Brooke Group Ltd.
BGLS Inc.
Form 12b-25
Report on Form 10-K for the year ended December 31, 1998.
March 31, 1999
Part IV - Other Information - Section 3
For the year ended December 31, 1998, Brooke Group Ltd. ("Brooke
Group") will report revenues of approximately $444.6 million and operating
income of $71.6 million compared to revenues of approximately $389.6 million and
operating income of $8.0 million for the same period in 1997. For the year ended
December 31, 1998, net income applicable to common shares was approximately
$27.4 million compared to a net loss applicable to common shares of
approximately $49.9 million for the same period in 1997.
For the year ended December 31, 1998, BGLS Inc. ("BGLS") will report
revenues of approximately $444.6 million and operating income of $74.5 million
compared to revenues of approximately $389.6 million and operating income of
approximately $8.4 million for the same period in 1997. For the year ended
December 31, 1998, net income was approximately $25.6 million compared to a net
loss of approximately $52.9 million for the same period in 1997.
The increase in revenues of approximately $55 million at both Brooke
Group and BGLS is due to the increase in tobacco revenues at Liggett Group Inc.
of approximately $34.9 million and at Brooke (Overseas) Ltd. of approximately
$20.2 million. The increase in operating income of approximately $63.6 million
in 1998 is due to an increase in gross margin of $56 million and a net change of
$31.5 million for reversal of legal settlement charges offset by higher
operating, selling, general and administrative expenses of $24 million. A tax
benefit of approximately $59.6 million at both Brooke Group and BGLS was
realized due to the expected utilization of tax loss carryforwards.
