<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 3, 1997
BENTLEY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 0-19503 43-1325291
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
organization) Number)
9719 CONWAY ROAD
ST. LOUIS, MISSOURI 63124
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 569-1659
<PAGE> 2
ITEM 5. OTHER EVENTS.
On January 24, 1997, three creditors of Janco Designs, Inc., a
wholly-owned subsidiary of the Registrant ("Janco"), filed an involuntary
petition pursuant to Chapter 7 of the United States Bankruptcy Code against
Janco in the United States District Court for the Eastern District of
Missouri, Case No. 97-40682-399.
The bankruptcy petition follows significant declines in Janco's sales
revenues and net income since the beginning of 1996. The declines were
attributable to, among other things, competition in the industry,
unauthorized chargebacks taken by one of Janco's largest customers, and
allocation of fixed expenses over a smaller sales base. Despite management's
attempts to improve Janco's financial situation, Janco's sales revenues and
net income continued to decline. After careful review of the alternatives
for obtaining a work-out with Janco's creditors and restructuring Janco into
a viable concern, Janco's management has determined to discontinue Janco's
operations and to wind up Janco's business affairs in coordination with
Janco's secured lenders.
- 2 -
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: February 3, 1997
BENTLEY INTERNATIONAL, INC.
By /s/ Lloyd R. Abrams
-------------------------------------
Lloyd R. Abrams, President and
Chief Executive Officer
- 3 -
