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): November 20, 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 November 20, 1998, Brooke Group Ltd. ("Brooke Group") and certain
of its affiliates entered into an agreement with Philip Morris, Inc.
("PM") relating to, among other things, the purchase by PM of three of Liggett
Group's ("Liggett") cigarette brands, L&M, Chesterfield and Lark, and a
commitment by Brooke Group and Liggett to join the Master Settlement Agreement
recently reached among 46 states, the tobacco industry and others. A press
release announcing the execution of such agreement was issued on November 20,
1998.
On November 25, 1998, Brooke Group announced that Liggett will call
for redemption on December 28, 1998 all of its outstanding 11.50% Series B and
19.75% Series C Senior Secured Notes due 1999 (collectively, the "Liggett Senior
Secured Notes"). On the redemption date, the $144.9 million principal amount of
the Liggett Senior Secured Notes will be redeemed for 100% of the principal
amount thereof plus accrued interest.
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 Letter Agreement, dated November 20, 1998, by and among Philip Morris
Incorporated, Brooke Group Ltd., Liggett & Myers Inc. and Liggett Group
Inc.
99.1 Press Release, dated November 20, 1998
99.2 Press Release, dated November 25, 1998
-2-
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: November 25, 1998
-3-