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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): FEBRUARY 2, 1998
BROOKE GROUP LTD. BGLS INC.
(Exact name of registrant as specified in its (Exact name of registrant as specified in its
charter) 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 of incorporation (State or other jurisdiction of incorporation
or organization) or organization)
100 S.E. SECOND STREET 100 S.E. SECOND STREET
MIAMI, FLORIDA 33131 MIAMI, FLORIDA 33131
(Address of principal executive offices including (Address of principal executive offices including
Zip Code) Zip Code)
305/579-8000 305/579-8000
(Registrant's telephone number, including (Registrant's telephone number, including
area code) 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 February 2, 1998, Brooke Group Ltd. ("BGL") issued a press
release, a copy of which is attached hereto as Exhibit 99.1 and incorporated
herein by reference. The press release related, among other things, to BGL's
wholly-owned subsidiary, Liggett Group Inc. ("Liggett"), entering into various
amendments to the Indenture governing Liggett's Senior Secured Notes, copies of
which amendments and related agreements are attached hereto as Exhibits 99.2
through 99.6 and incorporated herein by reference.
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 Press Release of Brooke Group Ltd. dated February 2, 1998.
99.2 Second Supplemental Indenture and Amendment to Series B and Series C
Senior Secured Notes, dated as of January 30, 1998, between Liggett
Group Inc. ("Liggett"), Eve Holdings Inc. ("Eve") and Bankers Trust
Company, as Trustee.
99.3 Amendment No. 2 to Security Agreement, dated as of January 30, 1998,
among Liggett, Eve and Bankers Trust Company, as Collateral Agent.
99.4 Commitment, Contribution and Subordination Agreement, dated as of
January 30, 1998, by Liggett, BGL, BGLS Inc., Brooke (Overseas) Ltd.
("BOL") and Bankers Trust Company, as Trustee.
99.5 Registration Rights Agreement, dated as of January 30, 1998, among BGL
and the holders of record of the shares of BGL's common stock referred
to therein.
99.6 Pledge Agreement, dated as of January 30, 1998, among BOL and Bankers
Trust Company, as Collateral Agent.
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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: February 3, 1998
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