1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)*
GBI CAPITAL MANAGEMENT CORP.
----------------------------
(NAME OF ISSUER)
COMMON STOCK, $.0001 PAR VALUE
------------------------------
(TITLE OF CLASS OF SECURITIES)
36149Y101
--------------
(CUSIP NUMBER)
RICHARD J. LAMPEN
EXECUTIVE VICE PRESIDENT & GENERAL COUNSEL
NEW VALLEY CORPORATION
100 S.E. SECOND STREET, 32ND FLOOR
MIAMI, FL 33131
(305) 579-8000
-----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 8, 2001
--------------------------------------------------------
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d.1(g), check THe
following box . [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) 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).
Page 1 of 19 Pages
2
-------------------- ------------------------------------------
CUSIP NO. 36149Y101 PAGE 2 OF 19 PAGES
-------------------- ------------------------------------------
=============== ===============================================================
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
NEW VALLEY CORPORATION
--------------- ---------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [X]
--------------- ---------------------------------------------------------------
3 SEC Use Only
--------------- ---------------------------------------------------------------
4 Source of Funds (See Instructions) WC
--------------- ---------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
[ ]
--------------- ---------------------------------------------------------------
Citizenship or Place of Organization
6
Delaware
========================== ======= ============================================
7 Sole Voting Power
21,589,465 (including 3,080,769
shares acquirable upon conversion
of Notes)
------- --------------------------------------------
8 Shared Voting Power
- 0 -
------- --------------------------------------------
Number of Shares 9 Sole Dispositive Power
Beneficially Owned by 21,589,465 (including 3,080,769
Each Reporting Person shares acquirable upon conversion of
With Notes)
------- --------------------------------------------
10 Shared Dispositive Power
- 0 -
=============== ===============================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person
21,589,465 (including 3,080,769 shares acquirable upon
conversion of Notes)
--------------- ---------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
--------------- ---------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
53.9%
--------------- ---------------------------------------------------------------
14 Type of Reporting Person (See Instructions) CO
=============== ===============================================================
3
-------------------- ------------------------------------------
CUSIP NO. 36149Y101 PAGE 3 OF 19 PAGES
-------------------- ------------------------------------------
=============== ===============================================================
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
New Valley Holdings, Inc.
--------------- ---------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [X]
--------------- ---------------------------------------------------------------
3 SEC Use Only
--------------- ---------------------------------------------------------------
4 Source of Funds (See Instructions) N/A
--------------- ---------------------------------------------------------------
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
========================== ======= ============================================
7 Sole Voting Power
- 0 -
------- --------------------------------------------
8 Shared Voting Power
- 0 -
------- --------------------------------------------
Number of Shares 9 Sole Dispositive Power
Beneficially Owned by - 0 -
Each Reporting Person
With
------- --------------------------------------------
10 Shared Dispositive Power
- 0 -
=============== ===============================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person
- 0 -
--------------- ---------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
[ ]
--------------- ---------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
0%
--------------- ---------------------------------------------------------------
14 Type of Reporting Person (See Instructions) CO; HC
=============== ===============================================================
4
-------------------- ------------------------------------------
CUSIP NO. 36149Y101 PAGE 4 OF 19 PAGES
-------------------- ------------------------------------------
=============== ===============================================================
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
BGLS INC.
--------------- ---------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [X]
--------------- ---------------------------------------------------------------
3 SEC Use Only
--------------- ---------------------------------------------------------------
4 Source of Funds (See Instructions) N/A
--------------- ---------------------------------------------------------------
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
========================== ======= ============================================
7 Sole Voting Power
- 0 -
------- --------------------------------------------
8 Shared Voting Power
- 0 -
------- --------------------------------------------
Number of Shares 9 Sole Dispositive Power
Beneficially Owned by
Each Reporting Person - 0 -
With
------- --------------------------------------------
10 Shared Dispositive Power
- 0 -
=============== ===============================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person
- 0 -
--------------- ---------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[X]
--------------- ---------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
0%
--------------- ---------------------------------------------------------------
14 Type of Reporting Person (See Instructions) CO; HC
=============== ===============================================================
5
-------------------- ------------------------------------------
CUSIP NO. 36149Y101 PAGE 5 OF 19 PAGES
-------------------- ------------------------------------------
=============== ===============================================================
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
VECTOR GROUP LTD.
--------------- ---------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [X]
--------------- ---------------------------------------------------------------
3 SEC Use Only
--------------- ---------------------------------------------------------------
4 Source of Funds (See Instructions) N/A
--------------- ---------------------------------------------------------------
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
========================== ======= ============================================
7 Sole Voting Power
- 0 -
------- --------------------------------------------
8 Shared Voting Power
- 0 -
------- --------------------------------------------
Number of Shares 9 Sole Dispositive Power
Beneficially Owned by - 0 -
Each Reporting Person
With
------- --------------------------------------------
10 Shared Dispositive Power
- 0 -
=============== ===============================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person
- 0 -
--------------- ---------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[X]
--------------- ---------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
0%
--------------- ---------------------------------------------------------------
14 Type of Reporting Person (See Instructions) CO; HC
=============== ===============================================================
6
-------------------- ------------------------------------------
CUSIP NO. 36149Y101 PAGE 6 OF 19 PAGES
-------------------- ------------------------------------------
=============== ===============================================================
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
BENNETT S. LEBOW
--------------- ---------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [X]
--------------- ---------------------------------------------------------------
3 SEC Use Only
--------------- ---------------------------------------------------------------
4 Source of Funds (See Instructions) N/A
--------------- ---------------------------------------------------------------
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
========================== ======= ============================================
7 Sole Voting Power
- 0 -
------- --------------------------------------------
8 Shared Voting Power
- 0 -
------- --------------------------------------------
Number of Shares 9 Sole Dispositive Power
Beneficially Owned by
Each Reporting Person - 0 -
With
------- --------------------------------------------
10 Shared Dispositive Power
- 0 -
=============== ===============================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person
- 0 -
--------------- ---------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[X]
--------------- ---------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
0%
--------------- ---------------------------------------------------------------
14 Type of Reporting Person (See Instructions) IN
=============== ===============================================================
7
ITEM 1. SECURITY AND ISSUER.
This Schedule relates to the Common Stock, par value $.0001
per share ("Common Stock"), of GBI Capital Management Corp., a Florida
corporation (the "Company"). The address of the principal executive offices of
the Company is 1055 Stewart Avenue, Bethpage, New York 11714, (516) 470-1000.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule is being filed by the following
persons:
(i) New Valley Corporation ("New Valley"), a
Delaware corporation, in which New Valley
Holdings, Inc. ("N.V. Holdings") and BGLS
Inc. ("BGLS") hold approximately 56.1% of
the common shares;
(ii) N.V. Holdings, a Delaware corporation, which
is a wholly-owned subsidiary of BGLS;
(iii) BGLS, a Delaware corporation, which is a
wholly-owned subsidiary of Vector Group Ltd.
("VGR");
(iv) VGR, a Delaware corporation, in which
Bennett S. LeBow is the direct or indirect
beneficial owner of approximately 41% of the
common stock; and
(v) Bennett S. LeBow.
Each of the persons listed in (i) to (v) above is hereinafter
referred to individually as a "Reporting Person" and collectively as the
"Reporting Persons". The Reporting Persons collectively may be deemed to be a
group beneficially owning, in the aggregate, 21,589,465 shares of Common Stock
of the Company (the "Securities") or approximately 53.9% of the outstanding
shares of the Common Stock of the Company within the meaning of Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended (the "Act").
The filing of this Schedule shall not be construed as an
admission that any Reporting Person is, for purposes of Section 13(d) or 13(g)
of the Act, the beneficial owner of any securities covered by this Schedule
except for the securities stated herein to be beneficially owned by such
Reporting Person or that the Reporting Persons are acting as a group within the
meaning of Section 13(d)(3) of the Act.
(b),(c) New Valley is engaged principally in the investment
banking and brokerage business through Ladenburg Thalmann & Co. Inc. and in real
estate development in Russia through BrookeMil Ltd. and Western Realty
Development LLC.
VGR is a holding company for a number of businesses. VGR is
engaged principally, through its subsidiary Liggett Group Inc., in the
manufacture and sale of cigarettes in the United States; and through its
investment in New Valley, in the investment banking and brokerage business and
in real estate development in Russia. BGLS is a holding company for various
businesses of VGR, including N.V. Holdings, and holds, together with N.V.
Holdings, an approximate 56.1% interest in New Valley's common shares. Mr. LeBow
is the Chairman of the Board and Chief Executive Officer of VGR, BGLS, N.V.
Page 8 of 19 Pages
8
Holdings and New Valley, and holds various positions with VGR's subsidiary
companies. A list of directors and executive officers of each of VGR, BGLS, N.V.
Holdings and New Valley is attached hereto as Exhibit A. The principal business
address and the principal office address of each of VGR, BGLS and New Valley
and, except as otherwise indicated, their respective directors and executive
officers and the business address of Mr. LeBow is 100 S.E. Second Street, Miami,
Florida 33131. The principal business address and principal office address of
N.V. Holdings and, except as otherwise indicated, its directors and executive
officers is 204 Plaza Centre, 3505 Silverside Road, Wilmington, Delaware 19810.
(d),(e) None of the Reporting Persons and, to the best
knowledge of the Reporting Persons, none of the persons listed in Exhibit A,
during the last five years, (1) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (2) was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Mr. LeBow is a citizen of the United States of America,
and, to the best knowledge of the Reporting Persons, each of the persons named
in Exhibit A is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds with respect to the purchase of
Common Stock of the Company from Joseph Berland as described in Item 4 will be
provided from New Valley's working capital.
ITEM 4. PURPOSE OF TRANSACTIONS.
On February 8, 2001, Ladenburg Thalmann Group Inc. ("LTGI"), a
wholly-owned subsidiary of New Valley, entered into (a) a Stock Purchase
Agreement ("Purchase Agreement") with the Company, New Valley, Berliner
Effektengesellschaft AG, a German stock corporation ("Berliner"), and Ladenburg,
Thalmann & Co. Inc. ("Ladenburg"), the common stock of which is owned 80.1% by
LTGI and 19.9% by Berliner, and (b) a Stock Purchase Agreement with the Joseph
Berland Revocable Living Trust Dated 4/16/97 and Joseph Berland ("Berland
Purchase Agreement"). Copies of the Purchase Agreement and Berland Purchase
Agreement are incorporated by reference as Exhibits B and C, respectively.
Under the terms of the Purchase Agreement and the Berland
Purchase Agreement, and subject to customary closing conditions, including
approval by a majority of the shareholders of the Company and regulatory review,
LTGI and Berliner will sell all of the shares of Ladenburg to the Company. As
consideration for all of the outstanding shares of common stock of Ladenburg
("Ladenburg Stock"), the Company will issue to LTGI and Berliner (together, the
"Sellers") an aggregate of: (i) 18,181,818 shares of the Company's Common Stock;
(ii) 7 1/2 % Senior Convertible Promissory Notes due December 31, 2005 in the
principal amount of $10 million ("Notes"), convertible into 3,846,153 shares of
Common Stock, the payment of which will be secured by the Ladenburg Stock; and
(iii) $10 million in cash. LTGI will receive 80.1% of the consideration
(14,563,636 shares of Common Stock, a Note in the principal amount of $8,010,000
and $8,010,000 in cash) and Berliner will receive 19.9% of the consideration
(3,618,182 shares of Common Stock, a Note in the principal amount of $1,990,000
and $1,990,000 in cash). Under the Berland Purchase Agreement, LTGI will, on
consummation of the transaction, pay to Mr. Berland $3,945,060 in exchange for
3,945,060 shares of Common Stock owned by Mr. Berland.
Page 9 of 19 Pages
9
As a result of the transaction, LTGI will acquire a
controlling interest in the Company, which will be renamed Ladenburg Thalmann
Financial Services, Inc. Howard M. Lorber, President and Chief Operating Officer
of New Valley, will become Chairman of the Company. Victor M. Rivas, Chairman
and Chief Executive Officer of Ladenburg, will retain his role at Ladenburg and
also become the President and Chief Executive Officer of the Company. Richard
Rosenstock, the current President and Chief Operating Officer of the Company,
will become Vice Chairman and Chief Operating Officer of the Company and will
remain the President and Chief Operating Officer of GBI Capital Partners Inc.
the Company's wholly-owned operating subsidiary.
Simultaneously with the execution of the Purchase Agreement,
Messrs. Richard Rosenstock, Vincent Mangone, Mark Zeitchick, David Thalheim and
Joseph Berland (collectively, the "Principals") entered into a Proxy and Voting
Agreement with New Valley, LTGI, Berliner and the Company (the "Proxy and Voting
Agreement"), a copy of which is incorporated by reference as Exhibit D, in which
the Principals agree not to sell or otherwise transfer or dispose of any of the
12,426,939 shares of Common Stock owned by them prior to the date of closing of
the transaction. Furthermore, the Principals agree to vote such shares in favor
of the approval of the transactions contemplated by the Purchase Agreement. The
Principals also agree not to initiate, solicit or encourage or otherwise
facilitate inquiries or the making or implementation of a Purchaser Alternative
Transaction.
In connection with the execution of the Proxy and Voting
Agreement, each of the Principals granted to LTGI an Irrevocable Proxy (the
"Proxy"), coupled with an interest, to vote the shares of Common Stock held by
such Principal at any regular or special meeting of stockholders (or for
granting any written consent in connection with the solicitation of written
consents in lieu of such a meeting) to be held for the purpose of voting, among
other things, in favor of the approval of the foregoing transactions. The Proxy
expires on approval by the requisite vote of the Company's stockholders at the
stockholders meeting or on the earlier termination of the Purchase Agreement in
accordance with the provisions thereof. A copy of the Proxy is incorporated by
reference as Exhibit E.
The Company, New Valley, LTGI, Berliner and Frost-Nevada,
Limited Partnership, a Nevada limited partnership ("Frost-Nevada"), and the
Principals also executed an Investor Rights Agreement (the "Investor Rights
Agreement"), under which the parties agreed to certain provisions concerning
registration rights, tag-along rights, holdback agreements, board nominees, and
rights of first refusal. A copy of the Investor Rights Agreement is incorporated
by reference as Exhibit F. The Company is obligated to have declared effective,
no later than six months from the date of the closing of the Purchase Agreement,
a registration statement for the (i) resale of the common stock issued or
issuable to Sellers, (ii) the shares of common stock underlying the Notes and
the promissory note issued to Frost-Nevada (the "Frost Note") and (iii) any
additional shares of common stock issued or distributed by reason of a dividend,
stock split or other distribution with respect to the shares. The Principals
have the right to include any of their shares in the registration statement. In
the event of a firm commitment underwriting of the Company's common stock, and
on the request of the managing underwriter, the parties agree that they will not
sell, assign, transfer or pledge any shares of the Company's common stock for a
period of not more than 180 days from the date the registration statement
becomes effective.
Additionally, under the Investor Rights Agreement, New Valley
has a right of first refusal to purchase from Berliner and Frost-Nevada any
shares of Common Stock or, upon conversion of the notes held by Berliner and
Frost-Nevada, any of the shares of Common Stock underlying such notes, proposed
to be sold by Berliner or Frost-Nevada. So long as LTGI beneficially owns at
least 40% of the Common Stock, in the event that LTGI proposes to sell or
otherwise transfer more than 5% of its shares of Common Stock to an entity or
Page 10 of 19 Pages
10
person not a party to the Investor Rights Agreement, Frost-Nevada and the
Principals are entitled to participate in such sale on a pro-rata basis. The
Investor Rights Agreement also provides that, until the Principals collectively
beneficially own less than 10% of the Common Stock, the Principals may nominate
three individuals for election to the Company's Board of Directors. The
Principals have designated Richard J. Rosenstock, Vincent A. Mangone and Mark
Zeitchick as their nominees for election to the Board.
In addition to Messrs. Rosenstock, Mangone and Zeitchick,
Howard M. Lorber, Victor M. Rivas, Bennett S. LeBow and Phillip Frost and two
additional independent directors chosen by New Valley are expected to serve on
the Board of Directors of the Company on consummation of the transaction.
On the date of closing of the transaction, the Company, LTGI,
Berliner, Frost-Nevada and U.S. Bank Trust National Association, as collateral
agent, will enter into a Pledge and Security Agreement (the "Pledge Agreement"),
a copy of which is incorporated by reference as Exhibit G. Under the terms of
the Pledge Agreement, the Company will pledge the shares of Ladenburg Stock to
the collateral agent as security for the payment in full when due of the Notes
and the Frost Note.
Any of the Reporting Persons may acquire additional shares of
Common Stock or other securities of the Company (subject to availability at
prices deemed favorable) in the open market, in privately negotiated
transactions or otherwise. Alternatively, each Reporting Person reserves the
right to dispose or cause the disposal of some or all of the Securities in the
open market, in privately negotiated transactions or otherwise. In addition,
each Reporting Person may purchase or sell options on securities of the Company
and may have a short position in such securities. The possible activities of the
Reporting Persons are subject to change at any time.
Except as set forth in this Item 4, none of the Reporting
Persons has any present plans or proposals which relate or would result in any
of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the Reporting Persons may be deemed
to be acting as a group, within the meaning of Section 13(d)(3) of the Act,
beneficially owning, in the aggregate, 21,589,465 shares of Common Stock of the
Company, which constituted approximately 53.9% of the 40,069,199 shares of
Common Stock of the Company outstanding (based on the 18,806,612 shares
outstanding as of December 15, 2000 as reported in the Company's Annual Report
on Form 10-K for the year ended September 30, 2000, the issuance of 18,181,818
shares in connection with the transactions described in Item 4 above and the
issuance of 3,080,769 shares assuming conversion of the Note held by LTGI). To
the knowledge of the Reporting Persons, none of the directors and executive
officers of the Reporting Persons may be deemed to be acting as a group with the
Reporting Persons.
(b) On consummation of the transaction, with respect to the
21,589,465 shares of Common Stock to be acquired by New Valley's wholly-owned
subsidiary, LTGI, New Valley will exercise both sole voting power and sole
dispositive power. Since Mr. LeBow is the direct or indirect beneficial owner of
approximately 41% of the common stock of VGR, which in turn controls BGLS, which
in turn controls N.V. Holdings, which together with BGLS holds approximately
56.1% of New Valley's common shares, each of these Reporting Persons may be
deemed to exercise both voting power and dispositive power with respect to such
Page 11 of 19 Pages
11
shares. To the knowledge of the Reporting Persons, none of the directors and
executive officers of the Reporting Persons may be deemed to exercise voting
power and dispositive power with respect to such shares.
Under the definition of "beneficial ownership" in Rule 13d-3
promulgated under the Act, each of the Reporting Persons may be deemed to
beneficially own the Securities owned by each other Reporting Person since Mr.
LeBow is the direct or indirect beneficial owner of 41% of the common stock of
VGR, which in turn owns 100% of the capital stock of BGLS, which in turn owns
100% of the capital stock of N.V. Holdings, which in turn, together with BGLS
holds approximately 56.1% of the common shares of New Valley. The filing of this
Schedule and the disclosure of this information shall not be construed as an
admission that any of the Reporting Persons other than New Valley is the
beneficial owner of any of the Securities owned by LTGI either for purposes of
Section 13(d) of the Act or for any other purpose, and such beneficial ownership
is expressly disclaimed. Under the definition of "beneficial ownership," it is
also possible that members of the Board of Directors of New Valley (including
Mr. LeBow), in their capacities as such, might be deemed to be beneficial owners
of the Securities and share the voting and dispositive powers with regard to the
Securities. Neither the filing of this Schedule nor any of its contents shall be
construed as an admission that the directors of New Valley are beneficial owners
of any of the Securities, either for purposes of Section 13(d) of the Act or for
any other purpose, and such beneficial ownership is expressly disclaimed.
(c) On February 8, 2001, LTGI entered into stock purchase
agreements with the Company and with Joseph Berland. See Item 4. None of the
Reporting Persons, and to the knowledge of the Reporting Persons, none of their
respective directors and executive officers, has effected any other transactions
in the Common Stock of the Company in the past 60 days.
(d) No person other than New Valley will have the right to
receive or power to direct the receipt of dividends from, or the proceeds from
the sale of, the Common Stock owned by it.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See Item 4 with respect to the Purchase Agreement, Berland
Purchase Agreement, Proxy and Voting Agreement, Proxy, Investor Rights Agreement
and Pledge Agreement. Copies of the Purchase Agreement, Berland Purchase
Agreement, Proxy and Voting Agreement, Proxy, Investor Rights Agreement and
Pledge Agreement are attached hereto as Exhibits B, C, D, E, F and G,
respectively, and are incorporated herein by reference.
The Notes issued to the Sellers will bear interest at a rate
of 7-1/2% per annum on a quarterly basis, commencing June 30, 2001, and will be
secured by a pledge of the Ladenburg Stock pursuant to a Pledge Agreement. A
copy of the form of Note is incorporated by reference as Exhibit H. The
principal amount of $8,010,000 owing and payable to LTGI is due on December 31,
2005, subject to conversion and change of control provisions and other customary
acceleration and default provisions. The principal and accrued interest on the
Notes are convertible, in whole or in part, at any time, at the election of the
holder, into that number of shares of Common Stock determined by dividing the
principal and interest to be converted by the conversion price. The "conversion
price" is initially set at $2.60, subject to adjustment for stock splits,
Page 12 of 19 Pages
12
dividends and similar events. The number of shares of Common Stock into which
the Note held by LTGI is convertible is 3,080,769, subject to adjustment. In
addition, if, during any period of 20 consecutive trading days, the closing
price of the Company's Common Stock is at least $8.00, the principal and all
accrued interest on the Notes will be automatically converted into shares of
Common Stock at the conversion price then in effect. In the event of a change in
control as defined in the Notes, the Company must commence an offer to purchase
all of the outstanding Notes at a purchase price equal to the unpaid principal
amount of the Notes and the accrued interest thereon.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are attached as exhibits to this
Schedule. Such documents are summarized in this Schedule, but the summaries are
not complete and are qualified in their entirety by reference to the entire
documents attached hereto.
Exhibit A: Executive Officers and Directors of the Reporting Persons.
Exhibit B: Stock Purchase Agreement, dated February 8, 2001, among GBI
Capital Management Corp., New Valley Corporation, Ladenburg,
Thalmann Group Inc., Berliner Effektengesellschaft AG and
Ladenburg, Thalmann & Co. Inc. (incorporated by reference to
Exhibit 10.1 in New Valley's Current Report on Form 8-K dated
February 8, 2001).
Exhibit C: Stock Purchase Agreement, dated as of February 8, 2001, by
and between Ladenburg, Thalmann Group Inc., the Joseph Berland
Revocable Living Trust dated 4/16/97 and Joseph Berland
(incorporated by reference to Exhibit 10.7 in New Valley's
Current Report on Form 8-K dated February 8, 2001).
Exhibit D: Proxy and Voting Agreement, dated as of February 8, 2001,
among New Valley Corporation, Ladenburg, Thalmann Group Inc.,
Berliner Effektengesellschaft AG, and the Principals
(incorporated by reference to Exhibit 10.4 in New Valley's
Current Report on Form 8-K dated February 8, 2001).
Exhibit E: Irrevocable Proxy, dated as of February 8, 2001, executed
by each of the Principals (incorporated by reference to
Exhibit 10.5 in New Valley's Current Report on Form 8-K dated
February 8, 2001).
Exhibit F: Investor Rights Agreement, dated as of February 8, 2001,
among New Valley Corporation, Ladenburg, Thalmann Group Inc.,
Berliner Effektengesellschaft AG, GBI Capital Management
Corp., Frost-Nevada, Limited Partnership and the individual
stockholders of GBI Capital Management Corp. signatories
thereto (incorporated by reference to Exhibit 10.6 in New
Valley's Current Report on Form 8-K dated February 8, 2001).
Exhibit G: Form of Pledge and Security Agreement between GBI Capital
Management Corp., Ladenburg, Thalmann Group Inc., Berliner
Effektengesellschaft AG, Frost-Nevada, Limited Partnership and
U.S. Bank Trust National Association, as collateral agent
(incorporated by reference to Exhibit 10.3 in New Valley's
Current Report on Form 8-K dated February 8, 2001).
Page 13 of 19 Pages
13
Exhibit H: Form of 7 1/2% Senior Convertible Promissory Note due
December 31, 2005 of GBI Capital Management Corp.
(incorporated by reference to Exhibit 10.2 in New Valley's
Current Report on Form 8-K dated February 8, 2001).
Exhibit I: Joint Filing Agreement among the Reporting Persons.
Page 14 of 19 Pages
14
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 20, 2001
NEW VALLEY CORPORATION
By: /s/ RICHARD J. LAMPEN
-------------------------------------
Name: Richard J. Lampen
Title: Executive Vice President
NEW VALLEY HOLDINGS, INC.
By: /s/ RICHARD J. LAMPEN
-------------------------------------
Name: Richard J. Lampen
Title: Executive Vice President
BGLS INC.
By: /s/ RICHARD J. LAMPEN
-------------------------------------
Name: Richard J. Lampen
Title: Executive Vice President
VECTOR GROUP LTD.
By: /s/ RICHARD J. LAMPEN
-------------------------------------
Name: Richard J. Lampen
Title: Executive Vice President
/s/ BENNETT S. LEBOW
-------------------------------------
Bennett S. LeBow
Page 15 of 19 Pages
15
EXHIBIT A
EXECUTIVE OFFICERS AND DIRECTORS OF THE REPORTING PERSONS
The names, present principal occupations or employment and business
addresses of the executive officers and directors of each of the Reporting
Persons are set forth below. If no address is given, the executive officer's or
director's business address is that of the Reporting Person. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to the
Reporting Person.
VECTOR GROUP LTD.
-----------------
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; BUSINESS ADDRESS
---- ------------------------------------------------------------
Bennett S. LeBow Chairman of the Board and Chief Executive Officer
Howard M. Lorber Director; President and Chief Operating Officer
Richard J. Lampen Executive Vice President
Joselynn D. Van Siclen Vice President, Chief Financial Officer and Treasurer
Marc N. Bell Vice President, Secretary and General Counsel
Robert J. Eide Director; Chairman and Treasurer, Aegis Capital Corp. (a registered broker dealer),
70 E. Sunrise Hwy., Valley Stream, NY 11581
Jeffrey S. Podell Director; Chairman of the Board and President, Newsote, Inc. (a privately-held
holding company), 182 Gannet Court, Manhasset, NY 11030
Jean E. Sharpe Director; private investor, 462 Haines Road, Mt. Kisco, NY 10549
BGLS INC.
---------
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; BUSINESS ADDRESS
---- ------------------------------------------------------------
Bennett S. LeBow Chairman of the Board and Chief Executive Officer
Howard M. Lorber Director; President and Chief Operating Officer
Richard J. Lampen Executive Vice President
Joselynn D. Van Siclen Vice President, Treasurer and Chief Financial Officer
Marc N. Bell Vice President, Secretary and General Counsel
Robert J. Eide Director; Chairman and Treasurer, Aegis Capital Corp., 70 E. Sunrise Hwy., Valley
Stream, NY 11581
Page 16 of 19 Pages
16
BGLS INC. (continued)
---------
Jeffrey S. Podell Director; Chairman of the Board and President, Newsote, Inc., 182 Gannet Court,
Manhasset, NY 11030
Jean E. Sharpe Director; private investor, 462 Haines Road, Mt. Kisco, NY 10549
NEW VALLEY HOLDINGS, INC.
-------------------------
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; BUSINESS ADDRESS
---- ------------------------------------------------------------
Bennett S. LeBow Chairman of the Board, President and Chief Executive Officer
Richard J. Lampen Executive Vice President
Joselynn D. Van Siclen Vice President, Treasurer and Chief Financial Officer
Marc N. Bell Vice President, Secretary and General Counsel
Robert J. Eide Director; Chairman and Treasurer, Aegis Capital Corp., 70 E. Sunrise Hwy., Valley
Stream, NY 11581
Jeffrey S. Podell Director; Chairman of the Board and President, Newsote, Inc., 182 Gannet Court,
Manhasset, NY 11030
NEW VALLEY CORPORATION
----------------------
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; BUSINESS ADDRESS
---- ------------------------------------------------------------
Bennett S. LeBow Chairman of the Board and Chief Executive Officer
Howard M. Lorber Director; President and Chief Operating Officer
Richard J. Lampen Director; Executive Vice President and General Counsel
J. Bryant Kirkland III Vice President, Treasurer and Chief Financial Officer
Marc N. Bell Vice President, Secretary and Associate General Counsel
Henry C. Beinstein Director; Executive Director, Schulte Roth & Zabel LLP (a law firm), 900 Third
Avenue, New York, NY 10022
Arnold I. Burns Director; Managing Director, Arnhold and S. Bleichroeder, Inc. (an investment
bank), 1345 Avenue of the Americas, New York, NY 10105
Ronald J. Kramer Director; Managing Director, Dresdner Kleinwort Wasserstein (an investment bank),
1301 Avenue of the Americas, New York, NY 10019
Page 17 of 19 Pages
17
Barry W. Ridings Director; Managing Director, Lazard Freres & Co. LLC (an investment bank), 30
Rockefeller Plaza, New York, NY 10020
Victor M. Rivas Director; Chairman and Chief Executive Officer, Ladenburg, Thalmann & Co. Inc., 590
Madison Avenue, New York, NY 10022
Page 18 of 19 Pages
18
EXHIBIT I
JOINT FILING AGREEMENT
New Valley Corporation, New Valley Holdings, Inc., BGLS Inc., Vector
Group Ltd. and Bennett S. LeBow, each hereby agrees, in accordance with Rule
13d-1(k) under the Securities Exchange Act of 1934, as amended, that the
Schedule 13D filed herewith, and any amendment thereto, relating to the shares
of Common Stock, $.0001 par value per share, of GBI Capital Management Corp.
are, and will be, filed jointly on behalf of such person. In addition, each
party to this Agreement expressly authorizes each other party to this Agreement
to file on its behalf any and all amendments to such Schedule.
Date: February 20, 2001 NEW VALLEY CORPORATION
By: /s/ RICHARD J. LAMPEN
-------------------------------
Name: Richard J. Lampen
Title: Executive Vice President
NEW VALLEY HOLDINGS, INC.
By: /s/ RICHARD J. LAMPEN
-------------------------------
Name: Richard J. Lampen
Title: Executive Vice President
BGLS INC.
By: /s/ RICHARD J. LAMPEN
-------------------------------
Name: Richard J. Lampen
Title: Executive Vice President
VECTOR GROUP LTD.
By: /s/ RICHARD J. LAMPEN
-------------------------------
Name: Richard J. Lampen
Title: Executive Vice President
/s/ BENNETT S. LEBOW
-------------------------------
Bennett S. LeBow
Page 19 of 19 Pages