<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
BROOKE GROUP LTD.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
Common Stock, $.10 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
112525-10-0
- --------------------------------------------------------------------------------
(CUSIP Number)
Howard M. Lorber
100 S.E. Second Street
Miami, Florida 33131
(305) 579-8000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 2, 2000
- --------------------------------------------------------------------------------
(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 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(b) 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 1 of 6 Pages
<PAGE> 2
- --------------------------------------------------------------------------------
CUSIP NO. 112525-10-0 Page 2 of 6 Pages
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
HOWARD M. LORBER
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 Sole Voting Power
1,288,000
-----------------------------------------------------
8 Shared Voting Power
Number of Shares
Beneficially Owned by 16,065
Each Reporting Person -----------------------------------------------------
With 9 Sole Dispositive Power
1,288,000
-----------------------------------------------------
10 Shared Dispositive Power
16,065
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,304,065
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
5.65%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE> 3
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D is being filed with respect to the
Common Stock, $.10 par value per share (the "Common Stock"), of Brooke Group
Ltd., a Delaware corporation (the "Company"), which has its principal executive
office at 100 S.E. Second Street, Miami, Florida 33131.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by Howard M. Lorber, a United States
citizen. Mr. Lorber's business address is 100 S.E. Second Street, Miami, Florida
33131. Mr. Lorber's principal occupation is President and Chief Operating
Officer since November 1994 and director since 1991 of New Valley Corporation
("New Valley"). New Valley, a majority-owned subsidiary of the Company, is
principally engaged in the investment banking and brokerage business, in the
real estate development business in Russia and in investment in Internet-related
businesses. The principal offices of New Valley are located at 100 S.E. Second
Street, Miami, Florida 33131.
During the last five years, Mr. Lorber has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
has he been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See the information set forth under Item 6.
ITEM 4. PURPOSE OF TRANSACTION.
See the information set forth under Item 6.
Mr. Lorber reserves the right to acquire additional shares of Common
Stock at any time and from time to time in public or private transactions,
whether from third parties or otherwise. Likewise, Mr. Lorber reserves the right
to dispose of any or all of the shares in whole or in part, in public or private
transactions, whether to third parties or otherwise.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of May 2, 2000, Mr. Lorber is the beneficial owner of, in the
aggregate, 1,304,065 shares of Common Stock, which constituted approximately
5.65% of the 21,989,782 shares of Common Stock outstanding (plus 1,093,750
shares acquirable by Mr. Lorber or his assignee within 60 days upon exercise of
options). Mr. Lorber's beneficial ownership includes 1,093,750 options for
Common Stock, granted to Mr. Lorber pursuant to the option agreements referred
to in Item 6, which Mr. Lorber or his assignee has the right to acquire within
60 days.
(b) Mr. Lorber exercises sole voting power and sole dispositive power
over (i) 194,250 shares of Common Stock held by him, (ii) 175,000 shares of
Common Stock acquirable by him within 60 days upon exercise of options and (iii)
918,750 shares of Common Stock acquirable by Lorber Epsilon 1999 Limited
Partnership, a Delaware limited partnership, as assignee of Mr. Lorber, within
60 days upon exercise of options. Lorber Epsilon 1999 LLC, a Delaware limited
liability company, is general partner of
Page 3 of 6 Pages
<PAGE> 4
Lorber Epsilon 1999 Limited Partnership. Mr. Lorber is the sole member and
manager of Lorber Epsilon 1999 LLC.
Mr. Lorber exercises shared voting powers and shared dispositive power
over 16,065 shares of Common Stock held by Lorber Charitable Fund. Lorber
Charitable Fund is a New York not-for-profit corporation, of which Mr. Lorber
and family members serve as directors and executive officers.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Mr. Lorber acts as a consultant to the Company and its subsidiary
Liggett Group Inc. and also serves as a member of the Board of Directors and
President and Chief Operating Officer of New Valley, a majority-owned subsidiary
of the Company.
Mr. Lorber acquired 194,250 of his shares pursuant to a consulting
agreement dated as of January 1, 1994, as amended, between Mr. Lorber and the
Company.
Mr. Lorber has the right to acquire 262,500 shares of Common Stock
pursuant to a January 1995 option agreement, which granted Mr. Lorber options to
purchase shares of Common Stock at $1.90 per share. Mr. Lorber has assigned the
options to Lorber Epsilon 1999 Limited Partnership. These options, which have a
ten-year term, vest and become exercisable in five equal annual installments
beginning on January 25, 1995.
Mr. Lorber has the right to acquire 1,050,000 shares of Common Stock
pursuant to a December 1996 option agreement, which granted Mr. Lorber options
to purchase shares of Common Stock at $.95 per share. Mr. Lorber has assigned to
Lorber Epsilon 1999 Limited Partnership options to purchase the 525,000 shares
that are currently vested. These options, which have a ten-year term, vest and
become exercisable in six equal annual installments beginning on July 1, 1997.
Mr. Lorber has the right to acquire 525,000 shares of Common Stock
pursuant to a July 1998 options grant under the Company's 1998 Long-Term
Incentive Plan, which allows Mr. Lorber to purchase shares of Common Stock at
$9.29 per share. Mr. Lorber has assigned to Lorber 1999 Epsilon Limited
Partnership options to purchase the 131,250 shares that are currently vested.
These options, which have a ten-year term, vest and become exercisable in four
equal annual installments beginning on July 20, 1999.
Mr. Lorber has the right to acquire 500,000 shares of Common Stock
pursuant to a November 1999 options grant under the Company's 1999 Long-Term
Incentive Plan, which allows Mr. Lorber to purchase shares of Common Stock at
$15 7/16 per share, subject to increase under certain circumstances. These
options, which have a ten-year term, vest and become exercisable on November 4,
2003. The grant of these options is conditioned upon approval of the 1999 plan
by the Company's stockholders at the May 24, 2000 annual meeting.
Any then unexercisable portion of the 1996, 1998 and 1999 option awards
will vest and become exercisable upon the occurrence of a change of control and,
with respect to the 1998 and 1999 option awards, upon Mr. Lorber's death or
disability. Under the terms of the 1995, 1996 and 1999 option awards, Common
Stock dividend equivalents are paid on each option share.
Page 4 of 6 Pages
<PAGE> 5
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Stock Option Agreement, dated January 25, 1995, between
the Company and Mr. Lorber (incorporated by reference to
Exhibit 10(g) in the Company's Form 10-K for the year
ended December 31, 1994).
Exhibit B: Amended and Restated Consulting Agreement, dated as of
January 1, 1996, between the Company and Mr. Lorber (the
"Lorber Consulting Agreement") (incorporated by
reference to Exhibit 10.25 in the Company's Form 10-K
for the year ended December 31, 1995).
Exhibit C: Amendment dated January 1, 1998 to the Lorber Consulting
Agreement (incorporated by reference to Exhibit 10.23 in
the Company's Form 10-K for the year ended December 31,
1997).
Exhibit D: Stock Option Agreement, dated December 16, 1996, between
the Company and Mr. Lorber (incorporated by reference to
Exhibit 10.34 in the Company's Form 10-K for the year
ended December 31, 1996).
Exhibit E: Brooke Group Ltd. 1998 Long-Term Incentive Plan
(incorporated by reference to the Appendix to the
Company's Proxy Statement dated September 15, 1998).
Exhibit F: Stock Option Agreement, dated July 20, 1998, between the
Company and Mr. Lorber (incorporated by reference to
Exhibit 10.3 in the Company's Form 10-Q for the quarter
ended September 30, 1998).
Exhibit G: Brooke Group Ltd. 1999 Long-Term Incentive Plan
(incorporated by reference to the Appendix to the
Company's Proxy Statement dated April 18, 2000).
Exhibit H: Stock Option Agreement, dated November 4, 1999, between
the Company and Mr. Lorber (incorporated by reference to
Exhibit 10.63 in the Company's Form 10-K for the year
ended December 31, 1999).
Page 5 of 6 Pages
<PAGE> 6
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: May 2, 2000
/s/ Howard M. Lorber
--------------------------------
Howard M. Lorber
Page 6 of 6 Pages
