1
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 6, 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 of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
100 S.E. SECOND STREET 100 S.E. SECOND STREET
MIAMI, FLORIDA 33131 MIAMI, FLORIDA 33131
(Address of principal executive (Address of principal executive
offices including Zip Code) offices 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)
2
ITEM 5. OTHER EVENTS.
On February 6, 1998, BGLS Inc. entered into a further
amendment to the previously reported Standstill Agreement and Consent, a copy of
which is attached hereto as Exhibit 99.1 and incorporated herein by reference,
with the holders of $97,239,000 principal amount of BGLS Inc.'s 15.75% Senior
Secured Notes due 2001 which extended the termination date of such agreement
with respect to such holders to March 2, 1998. On that date, the holder of
$97,551,000 principal amount of the BGLS Notes, who was previously a party to
the Standstill Agreement and Consent, was paid its pro rata share of the July
31, 1997 interest payment on the BGLS Notes.
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 Amendment to the Standstill Agreement and Consent, dated as of
February 6, 1998, among BGLS Inc., AIF II, L.P. and Artemis America
Partnership.
Page 2 of 3
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 hereunto duly authorized.
BROOKE GROUP LTD.
By: /s/ Joselynn D. Van Siclen
------------------------------------------
Joselynn D. Van Siclen
Vice President and Chief Financial Officer
BGLS INC.
By: /s/ Joselynn D. Van Siclen
------------------------------------------
Joselynn D. Van Siclen
Vice President and Chief Financial Officer
Date: February 9, 1998
Page 3 of 3