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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
JOINT CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JANUARY 16, 1998
BROOKE GROUP LTD. BGLS INC.
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
1-5759 33-93576
(Commission File Number) (Commission File Number)
51-0255124 13-3593483
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
DELAWARE DELAWARE
(State or other jurisdiction (State or other jurisdiction
of incorporation or organization) of incorporation or organization)
100 S.E. SECOND STREET 100 S.E. SECOND STREET
MIAMI, FLORIDA 33131 MIAMI, FLORIDA 33131
(Address of principal executive offices (Address of principal executive offices
including Zip Code) including Zip Code)
305/579-8000 305/579-8000
(Registrant's telephone number, (Registrant's telephone number,
including area code) including area code)
(NOT APPLICABLE) (NOT APPLICABLE)
(Former name or former address, (Former name or former address,
if changed since last report) if changed since last report)
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ITEM 5. OTHER EVENTS.
On January 16, 1998, BGLS Inc. entered into a further
amendment to the previously reported Standstill Agreement and Consent with the
principal holders of BGLS Inc.'s 15.75% Senior Secured Notes due 2001 which
extended the termination date of such agreement to January 21, 1998.
On January 16, 1998, Brooke Group Ltd. ("BGL") entered into a
Stock Purchase Agreement, a copy of which is attached hereto as Exhibit 99.1 and
incorporated herein by reference, whereby High River Limited Partnership has
agreed to purchase 1,500,000 shares of BGL common stock for $9,000,000.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
The following Exhibits are provided in accordance with the
provisions of Item 601 of Regulation S-K and are filed herewith unless otherwise
noted.
Exhibit Index
99.1 Stock Purchase Agreement, dated as of January 16, 1998, by and between
Brooke Group Ltd. and High River Limited Partnership.
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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 hereunto duly authorized.
BROOKE GROUP LTD.
By: /s/ Joselynn D. Van Siclen
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Joselynn D. Van Siclen
Vice President and Chief Financial Officer
BGLS INC.
By: /s/ JOSELYNN D. VAN SICLEN
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Joselynn D. Van Siclen
Vice President and Chief Financial Officer
Date: January 19, 1998
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