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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): MARCH 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 area (Registrant's telephone number, including area
code) 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 March 2, 1998, Brooke Group Ltd. (the "Company") and New
Valley Corporation issued a press release, a copy of which is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
On March 3, 1998, the Company issued a press release which
related, among other things, to the execution by BGLS Inc. of a Standstill
Agreement with AIF II, L.P. and an affiliated investment manager on behalf of a
managed account, who are holders of BGLS' 15.75% Senior Secured Notes due 2001,
and the issuance of warrants to purchase common stock of the Company to such
holders. Copies of the press release dated March 3, 1998, the Standstill
Agreement, the warrants and certain related agreements are attached hereto as
Exhibits 10.1 through 10.10 and Exhibit 99.2 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
10.1 Standstill Agreement, dated as of March 3, 1998, among BGLS and AIF II,
L.P. ("AIF") and Artemis America Partnership ("AAP" and collectively,
with AIF, the "Apollo Holders").
10.2 Warrant to purchase common stock of the Company, dated March 2, 1998,
issued to AIF.
10.3 Warrant to purchase common stock of the Company, dated March 2, 1998,
issued to AAP.
10.4 Warrant to purchase common stock of the Company, dated March 2, 1998,
issued to AIF.
10.5 Warrant to purchase common stock of the Company, dated March 2, 1998,
issued to AAP.
10.6 Registration Rights Agreement, dated as of March 2, 1998, among the
Company and the Apollo Holders.
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10.7 Registration Rights Agreement, dated as of March 2, 1998, among the
Company and the Apollo Holders.
10.8 Limited Recourse Guarantee Agreement, dated as of March 2, 1998, made
by Brooke (Overseas) Ltd. ("BOL") for the benefit of the Apollo
Holders.
10.9 Pledge Agreement, dated as of March 2, 1998, between BOL and AIF.
10.10 Pledge Agreement, dated as of March 2, 1998, between BOL and AAP.
99.1 Press Release of the Company and New Valley Corporation dated March 2,
1998.
99.2 Press Release of the Company dated March 3, 1998.
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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: March 4, 1998
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