UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
SCHEDULE 13D/A
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
--------------------------
(CUSIP Number)
John F. Perry, 95 North Mill Road,
Atlanta, GA 30328, (404) 250-9302
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 2, 1998
---------------------------------------------
(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.)
*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).
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SCHEDULE 13D/A
CUSIP No. 082657107
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
JOHN F. PERRY, EXECUTOR OF THE ESTATE OF RICHARD C. PERRY
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00
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5. CHECK BOX IF CLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
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7. SOLE VOTING POWER
925,000
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8. SHARED VOTING POWER
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9. SOLE DISPOSITIVE POWER
925,000
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10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
925,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0%
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14. TYPE OF REPORTING PERSON*
OO, IN
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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
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Item 2. Identity and Background
a. John F. Perry, Executor of the Estate of Richard C. Perry
(the
"reporting person").
b. Business Address: 95 North Mill Road, Atlanta, Georgia
30328.
c. John F. Perry is the brother of Richard C. Perry, deceased,
and is the executor of his estate (the "Estate"). John F. Perry is also
President of 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.
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Item 3. Source and Amount of Funds or Other Consideration
All acquisitions of the Stock have been made by exercising warrants
with a combination of funds from the Estate and bank loans made in the
ordinary
course of business.
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Item 4. Purpose of Transaction
The Stock previously acquired by the Estate has been purchased
for investment purposes. The Estate may make additional purchases or may
dispose of some or all of the Stock owned by it in the future in amounts and
at times which have not been determined. The Estate has no present plans
with regard to the Company other than as an investor in the Stock.
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Item 5. Interest in Securities of the Issuer
a. The Estate is presently the beneficial owner of 1,325,000
shares of common stock (the "Stock"), believed by the reporting person to
represent 11.0% of the issued and outstanding shares of common stock of
the Company.
b. The reporting person, as executor of the Estate, has sole
voting power and sole power to dispose or direct the disposition of the stock
and sole right on behalf of the Estate to receive dividends from or proceeds
from the sale of the Stock.
c. All shares beneficially owned by the Estate were acquired in
open market transactions or through the exercise of warrants acquired in open
market transactions. On December 2, 1998, the Estate sold in private
transactions the following securities:
Name Class of Stock Amount
--------------------- ---------------- ---------
Michael McGovern Common 350,000
Michael McGovern Class B Warrants 2,000,000
Renaissance US Growth
and Income Fund III Common 400,000
Renaissance US Growth
and Income Trust PLC Common 400,000
John F. Chappell Common 100,000
Eddie Liu Common 40,000
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
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Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Except as otherwise described herein, 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.
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Item 7. Material to be Filed as Exhibits
There are no exhibits with this Amendment No. 3.
<PAGE> 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.
December 15, 1998
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Date
/s/ John F. Perry
---------------------------------
Signature
John F. Perry, Executor of
Estate of Richard C. Perry
---------------------------------
Name/Title
