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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): JULY 31, 1997 Page 1 of 4
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) 2 ITEM 5. OTHER EVENTS. On July 31, 1997, Brooke Group Ltd. issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. The following Exhibit is provided in accordance with the provisions of Item 601 of Regulation S-K and is filed herewith unless otherwise noted. EXHIBIT INDEX 99.1 Press Release of Brooke Group Ltd. dated July 31, 1997. 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: August 1, 1997
1 EXHIBIT 99.1 [SARD VERBINNEN & CO LETTERHEAD] FOR IMMEDIATE RELEASE Contact: George Sard/Anna Cordasco/Paul Caminiti Sard Verbinnen & Co. 212-687-8080 LIGGETT GROUP CONTINUES NEGOTIATIONS WITH NOTEHOLDERS ---------------------------------------------- Miami, FL, July 31, 1997 - Brooke Group Ltd. (NYSE: BGL) announced today that its wholly-owned subsidiary Liggett Group Inc. is in negotiations with a committee comprised of a majority of its noteholders with respect to the previously disclosed potential restructuring of Liggett's public debt. In conjunction with these discussions, Brooke is also engaged in negotiations with the principal holders of the public debt of its wholly-owned subsidiary BGLS Inc. with respect to certain related modifications to the terms of such debt. Pending completion of the negotiations, BGLS and Liggett have postponed making the interest payments due on July 31, 1997 on BGLS' 15.75% Senior Secured Notes due 2001 and on August 1, 1997 on Liggett's 11.50% Series B Senior Secured Notes due 1999 and Variable Rate (19.75%) Series C Senior Secured Notes due 1999, respectively. The indentures governing BGLS' and Liggett's Senior Secured Notes provide for a 30-day grace period before the failure to pay interest will be an event of default. Brooke Group is a holding company which through BGLS Inc. owns Liggett Group Inc. and controlling interests in Liggett-Ducat Ltd. and New Valley Corporation. # # # Page 4 of 4