UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BENTLEY PHARMACEUTICALS, INC.
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(Name of Issuer)
Common Stock, Par Value $.02 per Share
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(Title of Class of Securities)
082657107
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(CUSIP Number)
Richard C. Perry, 2635 Century Parkway, N.E., Suite 1000,
Atlanta, GA 30345, (404) 321-5347
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 4, 1996
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(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 / /.
Check the following box if a fee is being paid with the statement / X /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
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
CUSIP No. 594907107 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
RICHARD C. PERRY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF CLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
1,505,000
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
1,505,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,505,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.0%
14 TYPE OF REPORTING PERSON*
IN
Item 1. Security and Issuer
The class of securities to which this amended Schedule 13D relates is
the common stock, par value $.02 per share (the "Stock"), of Bentley
Pharmaceuticals, Inc., a Florida corporation (the "Company"), whose
address is:
1 Urban Center, Suite 550
4830 West Kennedy Boulevard
Tampa, FL 33609
Item 2. Identity and Background
a. Richard C. Perry (the "reporting person").
b. Business Address: 2635 Century Parkway, N.E., Suite
1000, Atlanta, Georgia 30345.
c. President, Perry & Co. (an insurance premium finance
management company), 2635 Century Parkway, N.E., Suite
1000, Atlanta, Georgia 30345.
d. The reporting person has never been the subject of a
criminal proceeding (excluding traffic violations or
similar misdemeanors).
e. The reporting person is not and has never been subject
to any judgment, decree or 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.
Item 3. Source and Amount of Funds or Other Consideration
All purchases of the Stock have been made with personal funds
of the reporting person in the aggregate amount of approximately $2,192,550.
Item 4. Purpose of Transaction
The Stock acquired by the reporting person has been purchased
for investment purposes. The reporting person may make additional purchases
or may dispose of some or all of the Stock owned by him in the future in
amounts and at times which have not been determined. The reporting
person has no present plans with regard to the Company other than as an
investor in the Stock.
Item 5. Interest in Securities of the Issuer
a. The reporting person is presently the beneficial owner
of 1,505,000 shares of the Stock. This beneficial owner-
ship constitutes the following holdings:
1) 155,000 shares of common stock (the "Common Stock"),
believed by the reporting person to represent 5.0%
of the issued and outstanding shares of Common Stock
of the Company; and
2) 1,350,000 Class A Redeemable Warrants (CUSIP No.
082657115), redeemable within 60 days or later for
1,350,000 shares of the Company's Common Stock.
b. The reporting person has sole voting power and sole
power to dispose or direct the disposition of and sole
right to receive dividends from or proceeds from the
sale of the Stock.
c. All shares beneficially owned by the reporting person
were acquired in open market transactions. 155,000 shares
of of Common Stock were acquired during the 60-day period
immediately preceding the date of this Schedule 13D at
market prices ranging from $2.875 to $3.5 per share.
1,350,000 shares of Class A Redeemable Warrants were
acquired during the 60-day period immediately preceding
the date of this Schedule 13D at market prices ranging
from $1 to $1.3125 per share.
d. No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or
the proceeds from the sale of, such securities.
e. Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the reporting person and any
other person with respect to the securities of the Company.
Item 7. Material to be Filed as Exhibits
There are no exhibits with this Amendment No. 1.
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.
July 12, 1996
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Date
/s/ Richard C. Perry
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Signature
Richard C. Perry, Chairman
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Name/Title
