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): FEBRUARY 14, 1997
BROOKE GROUP LTD.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-5759 51-0255124
(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)
(NOT APPLICABLE)
(Former name or former address, if changed since last report)
Page 1 of 7
2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
EXHIBIT INDEX
-------------
23.1 Consent of Coopers and Lybrand L.L.P. relating to Brooke
Group Ltd.'s registration statements on Form S-3
(No. 33-38869 and No. 33-63119).
23.2 Consent of Price Waterhouse LLP relating to
Brooke Group Ltd.'s registration statements on
Form S-3 (No. 33-38869 and No. 33-63119).
23.3 Consent of KPMG Peat Marwick LLP relating to Brooke
Group Ltd.'s registration statements on Form S-3
(No. 33-38869 and No. 33-63119).
Page 2 of 7
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 of the
undersigned hereunto duly authorized.
BROOKE GROUP LTD.
By: /s/ Joselynn D. Van Siclen
-------------------------------
Name: Joselynn D. Van Siclen
Title: Vice President and Chief
Financial Officer
Date: February 14, 1997
Page 3 of 7
4
INDEX TO EXHIBITS
Sequentially
Exhibit No. Exhibit Numbered Page
- ---------------------------------------------------------------------------------------
23.1 Consent of Coopers and Lybrand L.L.P. relating to
Brooke Group Ltd.'s registration statements on
Form S-3 (No. 33-38869 and No. 33-63119). 5
23.2 Consent of Price Waterhouse LLP relating to
Brooke Group Ltd.'s registration statements on
Form S-3 (No. 33-38869 and No. 33-63119). 6
23.3 Consent of KPMG Peat Marwick LLP relating to Brooke
Group Ltd.'s registration statements on Form S-3
(No. 33-38869 and No. 33-63119). 7
Page 4 of 7
1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Brooke Group Ltd. and Subsidiaries (the "Company") on Form S-3 (No. 33-38869
and 33-63119) of our report, which includes an explanatory paragraph relating
to the Company's change in accounting in 1993 for postretirement benefits other
than pensions to conform with Statement of Financial Accounting Standards No.
106, dated April 15, 1996, on our audits of the consolidated financial
statements and financial statement schedule of Brooke Group Ltd. and
Subsidiaries as of December 31, 1995 and 1994, and for the years ended
December 31, 1995, 1994, and 1993, appearing in the Annual Report on Form 10-K
of Brooke Group Ltd. and Subsidiaries for the fiscal year ended December 31,
1995, filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934.
Coopers & Lybrand L.L.P.
Miami, Florida
February 10, 1997
Page 5 of 7
1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statements on Form S-3 (No. 33-38869 and
No. 33-63119) of our report dated March 24, 1995, relating to the financial
statements of New Valley Corporation and its subsidiaries, which appears on page
C-51 of the Brooke Group Ltd. Annual Report on Form 10-K for the year ended
December 31, 1995.
Price Waterhouse LLP
Morristown, New Jersey
February 10, 1997
Page 6 of 7
1
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Brooke Group Ltd.
We consent to the incorporation by reference of our report dated March 9, 1995
in the registration statements on Form S-3 (No. 33-38869 and No. 33-63119) of
Brooke Group Ltd., relating to the consolidated balance sheet of MAI Systems
Corporation as of December 31, 1994, and the related consolidated statements of
operations, stockholders' deficiency and cash flows for the years ended December
31, 1994 and 1993, and related schedule, which report appears in the December
31, 1995 annual report on Form 10-K of Brooke Group Ltd.
KPMG Peat Marwick LLP
Orange County, California
February 10, 1997
PAGE 7 of 7
