1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): OCTOBER 1, 1999
BROOKE GROUP LTD.*
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-5759 65-0949535
(Commission File Number) (I.R.S. Employer Identification No.)
100 S.E. SECOND STREET, MIAMI, FLORIDA 33131
(Address of principal executive offices) (Zip Code)
(305) 579-8000
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Page 1 of 4
2
*Brooke Group Ltd. (the "Company"), a Delaware corporation which
changed its name on October 1, 1999 from "BGL Successor Inc." to "Brooke Group
Ltd.", is the successor of Brooke Group Holding Inc. (the "Predecessor"), a
Delaware corporation which was incorporated on March 4, 1980 and which changed
its name on October 1, 1999 from "Brooke Group Ltd." to "Brooke Group Holding
Inc."
ITEM 5. OTHER EVENTS.
On October 1, 1999, pursuant to Section 251(g) of the Delaware General
Corporation Law and the Agreement and Plan of Merger, dated as of September 30,
1999, by and among the Predecessor, the Company and BGL Merger Inc., an indirect
wholly-owned Delaware subsidiary of the Company ("BGL Merger"), BGL Merger,
merged (the "Merger") with and into the Predecessor, which was the surviving
corporation in the Merger, and BGL Merger ceased to exist. Pursuant to the
Merger, (i) each share of common stock, par value $.01 per share, of BGL Merger
issued and outstanding immediately prior to the effective time of the Merger
(the "Effective Time"), was converted into one share of common stock, par value
$.10 per share, of the Predecessor, (ii) each share of common stock, par value
$.10 per share, of the Predecessor issued and outstanding or held in its
treasury immediately prior to the Effective Time was converted into one share of
common stock, par value $.10 per share, of the Company (the "Company Common
Stock"), and (iii) each share of the Company Common Stock issued and outstanding
immediately prior to the Effective Time was canceled.
In connection with the Merger, BGLS Inc. ("BGLS"), a subsidiary of the
Predecessor, sold the stock of all of its direct wholly-owned subsidiaries,
other than Liggett Group Inc., to BGLS Holding Inc. ("BGLS Holding"), a Delaware
corporation which is a direct wholly-owned subsidiary of the Company. In
consideration for such shares, BGLS transferred and assigned to the Company, and
the Company assumed and agreed to perform and discharge, pursuant to a
supplemental indenture, all of BGLS' obligations under the Indenture dated as of
January 1, 1996 between BGLS and State Street Bank and Trust Company, as
Trustee, pursuant to which BGLS had issued its 15.75% Series B Senior Secured
Notes due 2001. In addition, BGLS Holding assumed all of BGLS' liability as plan
sponsor of three pension plans.
As a result of the Merger, all the business and operations previously
conducted by the Predecessor and its direct and indirect subsidiaries are now
conducted by the Company and its direct and indirect subsidiaries. The assets
and liabilities of the Company and its direct and indirect subsidiaries on a
consolidated basis are the same as the assets and liabilities of the Predecessor
and its direct and indirect subsidiaries immediately before the Merger. The
Certificate of Incorporation and the Bylaws of the Company immediately after the
Merger were identical to the Restated Certificate of Incorporation, as amended,
and the Amended and Restated Bylaws of the Predecessor as in effect immediately
prior to the Merger. The capital stock of the Company has the same designations,
rights and preferences as the capital stock of the Predecessor immediately prior
to the Merger. In addition, the persons who held offices as directors and
officers of the Predecessor prior to the Merger hold the same offices in the
Company after the Merger. The Company Common Stock is listed for trading on the
NYSE
Page 2 of 4
3
under the symbol "BGL", as was the common stock of the Predecessor. Stockholders
of the Predecessor do not recognize gain or loss for U.S. Federal income tax
purposes as a result of the Merger.
The conversion of shares in the Merger occurred without an exchange of
certificates. Accordingly, certificates formerly representing shares of common
stock of the Predecessor are deemed to represent shares of Company Common Stock.
Pursuant to Rule 12g-3 under the Securities Exchange Act of 1934
("Act"), the Company Common Stock will be deemed to be registered pursuant to
Section 12(b) of the Act.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Merger, dated as of September 30, 1999, by and among the
Predecessor, the Company and BGL Merger.
4.1 First Supplemental Indenture, dated as of September 30, 1999, to the Indenture,
dated as of January 1, 1996, between BGLS, BGLS Holding and State Street Bank and
Trust Company, as Trustee.
4.2 Amendment No. 1, dated as of September 30, 1999, to the Pledge and Security
Agreement, dated as of January 1, 1996, between BGLS Holding, the Predecessor, BGLS
and State Street Bank and Trust Company, as Trustee.
10.1 Purchase Agreement, dated as of September 30, 1999, between BGLS and BGLS
Holding.
99.1 Press Release of the Company dated October 1, 1999 announcing the Merger.
Page 3 of 4
4
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/ Richard J. Lampen
------------------------------
Date: October 1, 1999 Richard J. Lampen
Executive Vice President
Page 4 of 4