1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): FEBRUARY 25, 1997 BROOKE GROUP LTD. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 1-5759 51-0255124 (Commission File Number) (I.R.S. Employer Identification No.) 100 S.E. SECOND STREET, MIAMI, FLORIDA 33131 (Address of principal executive offices) (Zip Code) (305) 579-8000 (Registrant's telephone number, including area code) (NOT APPLICABLE) (Former name or former address, if changed since last report) Page 1 of 5 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. EXHIBIT INDEX 23.4 Consent of Coopers and Lybrand L.L.P. relating to Brooke Group Ltd.'s registration statements on Form S-3 (No. 33-38869 and No. 33-63119). Page 2 of 5 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BROOKE GROUP LTD. By: /s/ Richard J. Lampen ------------------------------- Name: Richard J. Lampen Title: Executive Vice President Date: February 26, 1997 Page 3 of 5 4 INDEX TO EXHIBITS Sequentially Exhibit No. Exhibit Numbered Page - ------------------------------------------------------------------------------ 23.4 Consent of Coopers and Lybrand L.L.P. relating to Brooke Group Ltd.'s registration statements on Form S-3 (No. 33-38869 and No. 33-63119). Page 4 of 5