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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Brooke Group Ltd.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
112525100
(CUSIP Number)
Marc Weitzen, Esq., General Counsel
Icahn Associates Corp. and affiliated companies
767 Fifth Avenue, 47th floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 28, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
(Amendment No. 2)
CUSIP No. 112525100
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,813,795
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,813,795
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,813,795
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.25%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
(Amendment No. 2)
CUSIP No.112525100
1 NAME OF REPORTING PERSON
Riverdale LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,813,795
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,813,795
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,813,795
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.25%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
(Amendment No. 2)
CUSIP No.112525100
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,813,795
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,813,795
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,813,795
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.25%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
(Amendment No. 2)
Item 1. Security and Issuer
The Schedule 13D filed with the U.S. Securities and Exchange Commission
on January 28, 1998, by High River Limited Partnership, a Delaware limited
partnership ("High River"), Riverdale LLC, a New York limited liability company
("Riverdale"), and Carl C. Icahn, a citizen of the United States of America
(collectively, the "Registrants"), as amended on October 7, 1998, relating to
the common shares, $0.10 par value (the "Shares"), of Brooke Group Ltd. (the
"Issuer"), is amended to furnish the additional information set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the
meaning ascribed to such terms in the previously filed statement on Schedule
13D.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the 164,300 Shares purchased by the
Registrants not previously reported on a Schedule 13D by the Registrants was
$3,291,455.92 (including commissions). The source of funding for the purchase of
these Shares was general working capital of the Registrants. In addition, the
Registrants received the 75,395 Shares as a stock dividend distribution.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on April 28, 2000, Registrants may be
deemed to beneficially own, in the aggregate, 1,813,795 Shares, representing
approximately 8.25% of the Issuer's outstanding Shares (based upon the
21,989,782 Shares stated to be outstanding as of March 24, 2000 by the Issuer in
the Issuer's Form 10-Q filing, filed with the Securities and Exchange Commission
on March 30, 2000).
(b) High River has sole voting power and sole dispositive power with
regard to 1,813,795 Shares. Riverdale has shared voting power and shared
dispositive power with regard to 1,813,795 Shares. Carl C. Icahn has shared
voting power and shared dispositive power with regard to 1,813,795 Shares.
Riverdale and Mr. Icahn, by virtue of their relationships to High River
(as disclosed in Item 2), may be deemed to beneficially own (as that term is
defined in Rule 13d-3 under the Act) the Shares which High River directly
beneficially owns. Each of Riverdale and Mr. Icahn disclaims beneficial
ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to
Shares effected by any of the Registrants during the past sixty days. All such
transactions were effected in the open market.
No. of Shares Price
Name Date Purchased Per Share
High River 3/28/00 4,900 $11.0000
High River 3/30/00 500 $11.3750
High River 4/4/00 25,000 $12.1788
High River 4/5/00 7,400 $12.4713
High River 4/6/00 25,000 $12.6968
High River 4/7/00 3,500 $13.0000
High River 4/27/00 2,000 $12.7500
High River 4/28/00 26,000 $13.1353
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, each of the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: May 1, 2000
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC,
General Partner
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Member
RIVERDALE LLC
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Member
/s/ Carl C. Icahn
- -----------------
CARL C. ICAHN
[Signature Page of Amendment No. 2 to Schedule 13D with respect to Brooke
Group Ltd.]