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): December 1, 1998
BENTLEY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 0-19503 43-1325291
(State or other jurisdiction(Commission File No.)(IRS Employer ID No.)
of organization)
9719 Conway Road 63124
St. Louis, Missouri (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (314) 569-1659
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On December 1, 1998, Bentley International, Inc. ("Bentley"), Interiors,
Inc. ("Interiors"), Windsor Art, Inc. ("Windsor"), Lloyd R. Abrams ("Mr.
Abrams") and Max Munn ("Mr. Munn") entered into a Repurchase Agreement and
Mutual General Release (the "Repurchase Agreement") with respect to (i) certain
rights and obligations arising under the Stock Purchase Agreement dated July 7,
1998 between Bentley and Interiors (the "Stock Purchase Agreement") and all
related documents executed in connection with the sale of Windsor by Bentley to
Interiors and (ii) rights and obligations pertaining to stock of Bentley and of
Interiors pursuant to a Securities Purchase and Registration Rights Agreement
dated July 30, 1998 (the "Securities Purchase Agreement"). Pursuant to the
Repurchase Agreement, Interiors, Windsor and Munn released Bentley and Abrams
and Bentley and Abrams released Interiors, Windsor and Munn from any claims
other than with respect to the rights and obligations arising under the
Repurchase Agreement. The transactions which took place pursuant to the Stock
Purchase Agreement and the Securities Purchase Agreement are described and
documents in connection therewith are duplicated as exhibits in Bentley's Form
8-K dated July 30, 1998 and Form 10-QSB dated June 30, 1998, which are
incorporated herein by reference. The Repurchase Agreement is attached to this
Form 8-K as Exhibit 2 and is incorporated herein by reference.
Pursuant to the Repurchase Agreement Bentley released from a voting trust
and pledge agreement all of the capital stock of Windsor to Interiors, canceled
and delivered to Interiors the $2,000,000.00 note made by Interiors in favor of
Bentley on July 30, 1998 (the "Note"), paid Windsor $100.00 in connection with
the purchase by Bentley from Windsor of certain furnishings and furniture and
transferred to Windsor 1,500,000 shares of Interiors Class A Common Stock (the
"Interiors Shares") previously acquired from Interiors pursuant to the
Securities Purchase Agreement, which shares had been subject to an escrow
agreement among Interiors, Bentley and U.S. Bank Trust dated July 30, 1998 (the
"Escrow Agreement") to secure certain warranties and representations Bentley had
made to Interiors in connection with the sale of Windsor. In exchange Interiors
paid to Bentley $2,440,000.00 in cash plus interest from November 29, 1998 at
13% per annum, agreed to transfer 110,000 shares of Bentley Common Stock to the
President of Windsor and unconditionally assumed the obligation of Bentley to
convey 100,000 shares of Interiors Class A Common Stock to the President of
Windsor in satisfaction of certain obligations Bentley had incurred to the
President of Windsor pursuant to a bonus agreement; and Windsor paid to Bentley
$1,866.40, representing reimbursement to Bentley for certain medical insurance
premiums paid by Bentley through December 1, 1998, which were obligations of
Windsor pursuant to a consulting agreement by and among Interiors, Windsor and
Mr. Abrams dated July 30, 1998 (the "Consulting Agreement").
Pursuant to the Repurchase Agreement Mr. Abrams, the President and Chief
Executive Officer of Bentley, also agreed to cancel his future rights and was
released from his obligations under the Consulting Agreement. In exchange for
the cancellation and release Mr. Abrams received from Interiors $125,000.00 in
cash plus interest from November 29, 1998 at 13% per annum, 40,000 shares of
Bentley Common Stock and the warrant for up to 300,000 shares of Bentley Common
Stock, which warrant Interiors had purchased from Bentley pursuant to the
Securities Purchase Agreement. Also, pursuant to its obligations under the
Consulting Agreement, Windsor transferred to Mr. Abrams $8,888.88, representing
all accrued and unpaid fees, and $2,600.00, representing all unreimbursed
expenses, owing to Mr. Abrams by Windsor.
To determine the reasonableness of the consideration received for the
Interiors Securities, the Board of Directors consulted with a Certified Business
Appraiser. Among others, the Board considered the following items in connection
with its ultimate determination to approve execution of the Repurchase
Agreement: (i) the Interiors Shares were subject to being diminished pursuant to
the Escrow Agreement up until July 30, 1999; (ii) Bentley could not vote or sell
the Interiors Shares until the Interiors Voting Trust No. 1 among Interiors,
Bentley and Munn dated July 30, 1998 and the Escrow Agreement executed with
respect to the Interiors Shares terminated; (iii) no dividends had ever been
paid with respect to Interiors Class A Common Stock; (iv) Interiors Class A
Common Stock is thinly traded among only approximately 122 holders; (v)
Bentley's ownership interest represented by the Interiors Shares was subject to
dilution upon conversion of certain outstanding debt of Interiors and future
offerings by Interiors of additional securities, as Interiors continued its
efforts to raise capital to finance further acquisitions; (vi) the Interiors
Shares were not registered and there was no guarantee that the Interiors Shares
would be freely marketable even upon termination of the Escrow Agreement in July
next year; (vii) even if the Interiors Shares were marketable upon termination
of the Escrow Agreement, their sale was restricted to no more than 10% per week
and, given the current trading volume of the Interiors Class A Common Stock,
even this
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amount would likely result in a blockage discount with respect to the price per
share; (viii) Interiors' return on equity had been lower than comparable
companies and the price to earnings multiple of the Interiors Class A Common
Stock was worse than the industry average; and, therefore, it was likely that
the Interiors Class A Common Stock would continue its downward trend in the
absence of some change in net income per share, which did not appear likely;
(ix) the Note only provided for interest at the rate of 8% per annum, which,
given the quality of Interiors' debt, was such that an outside investor would
demand a greater interest rate and would, therefore, only purchase the Note at a
discount from the face amount; (x) the Note on its face was non-negotiable; (xi)
Interiors' average cost of debt and debt to equity ratio was higher than the
industry average and according to Interiors' public filings such debt could be
expected to increase; (xii) security for the Note in the form of the pledge of
Windsor stock had deteriorated and was subject to further deterioration since
Windsor had arranged a new credit facility and increased Windsor's debt to
approximately $2,000,000, which was then used in part to pay off part of
Interiors' short term note to Bentley; (xiii) increases in costs associated with
the new credit facility further eroded the value of Windsor stock as security;
(xiv) the inability to control distributions from Windsor to its parent
Interiors further diminished the value of Windsor stock as security for the
Note; and (xv) the apparent intent to commit Windsor to a new lease for
facilities substantially in excess of Windsor's needs also reduced Windsor's
value as security.
Exhibits
Exhibit No. Description
2 Repurchase Agreement and Mutual General Release between Bentley
International, Inc.,Interiors, Inc., Windsor Art, Inc., Lloyd R.
Abrams and Max Munn dated December 1, 1998.
99 Press release of the Registrant dated: December 2, 1998.
Note: This Form 8-K contains certain forward looking statements of the type
described in the "Safe Harbor" provisions of the Private Securities
Litigation Reform Act of 1995. The results of management's plans are
beyond the ability of the Company to control. Economic conditions, product
and service demand, competitive pricing and other factors could cause
materially different results from those planned by management.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Form 8-K to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated: December 1, 1998
BENTLEY INTERNATIONAL, INC.
By /s/ Lloyd R. Abrams
Lloyd R. Abrams, President and
Chief Executive Officer
REPURCHASE AGREEMENT AND MUTUAL GENERAL RELEASE
THIS REPURCHASE AGREEMENT AND MUTUAL GENERAL RELEASE (this "Agreement") is
made and entered into as of this 1st day of December, 1998 by and among
Interiors, Inc., a Delaware corporation ("Interiors"), Windsor Art, Inc., a
Missouri corporation ("Windsor"), Bentley International, Inc., a Missouri
corporation ("Bentley"), Lloyd R. Abrams, an individual ("Abrams"), and Max
Munn, an individual ("Munn"). Unless otherwise defined herein, all capitalized
terms set forth herein shall have the meaning ascribed to them in that certain
Stock Purchase Agreement dated July 7, 1998 (the "Stock Purchase Agreement"), by
and between Interiors and Bentley.
RECITALS
A. Pursuant to the Stock Purchase Agreement, (i) Interiors purchased
from Bentley the Shares, (ii) Interiors issued to Bentley the First Promissory
Note, (iii) Interiors and Bentley entered into the Securities Purchase
Agreement, (iv) Interiors, Bentley, Abrams and Munn entered into the Windsor
Voting Trust, (v) Interiors, Windsor and Abrams entered into that certain
Consulting Agreement dated July 30, 1998 (the "Consulting Agreement"), (vi)
Interiors, Bentley and U.S. Bank Trust (the "Escrow Agent") entered into the
Escrow Agreement, (vii) Interiors executed in favor of Bentley that certain
Pledge Agreement dated July 30, 1998 (the "Pledge Agreement"), and (viii) Munn
and Laurie Munn executed in favor of Bentley that certain Continuing Guaranty
dated July 30, 1998 (the "Guaranty").
B. Pursuant to the Securities Purchase Agreement, (i) Interiors
purchased 150,000 shares of common stock of Bentley (the "Bentley Shares"), (ii)
Interiors purchased a warrant to purchase up to 300,000 shares of common stock
of Bentley (the "Bentley Warrant") and (iii) Bentley received an aggregate of
1,500,000 shares of Class A common stock of Interiors, registered in the name of
the Escrow Agent and subject to the terms of the Escrow Agreement (the
"Interiors Shares").
C. In connection with the consummation of the transactions
contemplated by the Securities Purchase Agreement, (i) Interiors, Bentley and
Munn entered into that certain Interiors, Inc. Voting Trust Agreement No. 1
dated July 30, 1998 (the "Interiors Voting Trust") and (ii) Interiors, Bentley
and Abrams entered into that certain Bentley International, Inc. Voting Trust
Agreement No. 1 dated July 30, 1998 (the "Bentley Voting Trust").
D. Pursuant to the terms and conditions set forth herein, the parties
desire to execute releases and terminate certain agreements among them.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto do hereby agree as follows:
1.Non-Admission. The parties hereto acknowledge that this Agreement reflects
their desire to resolve certain aspects of their relationship in an orderly and
amicable fashion. The parties in no way acknowledge any fault or liability to
any other party hereto or any other person or entity and this Agreement shall
not in any way be construed as an admission by any party or any other person or
entity of any fault or liability to any other party hereto or any other person
or entity.
2. Payments and Deliveries by Interiors. The parties hereto agree that
Interiors shall do the following upon the execution of this Agreement:
(a) Interiors shall pay or cause to be paid to Bentley (i) via
wire transfer of immediately available funds the sum of $2,440,000 and (ii) via
company check the sum of $1,738.08 (representing accrued interest on $2,440,000
from November 29, 1998 through the date hereof at a rate of 13% per annum);
(b) Interiors shall pay or cause to be paid to Abrams (i) via wire
transfer of immediately available funds the sum of $125,000 and (ii) via company
check the sum of $89.04 (representing accrued interest on $125,000 from November
29, 1998 through the date hereof at a rate of 13% per annum);
(c) Interiors shall transfer to Abrams the Bentley Warrant;
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(d) Interiors shall execute any directions, stock powers, assignments,
cancellations or other documents or instruments and take all actions reasonably
required to cause (i) 110,000 of the Bentley Shares to be transferred to Pauline
Raschella ("Raschella"), the President of Windsor, in satisfaction of Bentley's
obligation to convey an equivalent number of such shares to Raschella pursuant
to the terms of a Bonus Agreement dated October 26, 1998 between Raschella and
Bentley (the "Bonus Agreement") and (ii) 40,000 of the Bentley Shares to be
transferred to Abrams;
(e) Interiors shall execute any directions, stock powers, assignments,
cancellations or other documents or instruments and take all actions reasonably
required to cause the Interiors Shares to be transferred to Windsor from the
Escrow Account;
3. Payments and Deliveries by Windsor. The parties hereto agree that, upon
the execution of this Agreement:
(a) Windsor shall sell to Bentley all furnishings and furniture located in
the condominium described in Section 3.2(c) of the Consulting Agreement for the
sum of $100 and deliver a bill of sale for the same to Bentley;
(b) Windsor shall pay to Abrams via company check (i) the sum of $8,888.88
(representing all accrued and unpaid amounts owing to Abrams under the
Consulting Agreement through the date hereof) and (ii) the sum of $2,600.00
(representing all unreimbursed expenses owing to Abrams under the Consulting
Agreement through the date hereof); and
(c) Windsor shall pay to Bentley via company check the sum of $1,866.40
(representing reimbursement to Bentley for certain medical insurance premiums
paid by Bentley through the date hereof which should have been paid by Windsor
pursuant to the Consulting Agreement).
4. Payments and Deliveries by Bentley. The parties hereto agree that Bentley
shall do the following upon the execution of this Agreement:
(a) Bentley shall execute any directions, stock powers, assignments,
cancellations or other documents or instruments and take all actions reasonably
required to cause the Shares to be released to Interiors;
(b) Bentley shall execute any directions, stock powers, assignments,
cancellations or other documents or instruments and take all actions reasonably
required to cause the Interiors Shares to be transferred to Windsor from the
Escrow Account;
(c) Bentley shall cancel and deliver to Interiors the First Promissory
Note; and
(d) Bentley shall pay to Windsor the sum of $100 in connection with the
purchase by Bentley from Windsor of the furnishings and furniture described in
Section 3(a) hereof (which amount may be offset against amounts owed by Windsor
to Bentley as set forth in Section 3(c) hereof).
5. Termination of Agreements. The parties hereto agree that, upon the
execution of this Agreement, the following agreements shall be terminated and
canceled and have no further force or effect, and the parties hereto shall have
no further rights, duties or obligations thereunder or with respect thereto:
(a) The Securities Purchase Agreement;
(b) The Escrow Agreement;
(c) The Consulting Agreement;
(d) The Pledge Agreement;
(e) The Guaranty;
(f) The Windsor Voting Trust;
(g) The Bentley Voting Trust; and
(h) The Interiors Voting Trust.
<PAGE>
6. Cancellation of Certain Interiors Warrants. The parties hereto agree that,
upon the execution of this Agreement, all warrants to purchase shares of Class A
common stock of Interiors granted to designee(s) of Abrams pursuant to Section
3.3 of the Consulting Agreement shall be canceled and be of no further force or
effect. To the extent that Abrams has failed to designate any such person(s)
prior to the date hereof, such designation right shall be terminated.
Notwithstanding anything in this Section 6 to the contrary, Abrams shall be
entitled to retain ownership of, and to exercise all of his rights under, that
certain warrant to purchase up to 50,000 shares of Class A common stock of
Interiors dated July 30, 1998 and evidenced by Interiors' Warrant Certificate
No. W-1.
7. Assumption of Obligation by Interiors. Interiors hereby unconditionally
assumes the obligation of Bentley under the Bonus Agreement to convey to
Raschella 100,000 shares of Class A common stock of Interiors (the "Bonus
Shares"). Interiors agrees that it shall issue such shares to Raschella within
ten (10) business days after the date hereof. Interiors further agrees that it
will indemnify and hold harmless Bentley and each of its beneficiaries,
successors, assigns, agents, directors, officers, employees, representatives,
attorneys and affiliates (and agents, directors, officers, employees,
representatives and attorneys of such affiliates)), or any of them, from any and
all losses, liabilities, obligations, costs, expenses, damages or judgments of
any kind or nature whatsoever (including reasonable attorneys' fees) arising out
of or related to any breach by Interiors of its obligation to issue the Bonus
Shares under this Section 7. In addition, in the event that Interiors fails to
convey to Raschella the Bonus Shares with ten (10) business days after the date
hereof, Interiors agrees that, in any action filed by Bentley relating to any
breach by Interiors of its obligation to issue the Bonus Shares under this
Section 7, it shall stipulate to a judgment against it in an amount equal to
$150,000.00.
8. No Further Terminations or Amendments. Except as expressly set forth
herein, all terms and conditions of the Stock Purchase Agreement and all other
documents and instruments entered into in connection with the transactions
contemplated thereby shall remain in full force and effect.
9. Definition of Claims. For purposes of this Agreement, the term "Claims"
means, except as otherwise set forth herein, all claims, demands, actions,
causes of action, charges, complaints, liabilities, obligations, promises,
agreements, damages, suits, costs, losses, debts and expenses (including
attorneys' fees and costs) of any nature or kind, known or unknown, which a
releasing party hereunder at any time had, or which a releasing party hereunder
at any time may have, against each or any of the parties such releasing party
releases hereunder, arising out of or related to any act, omission, or other
thing which existed or occurred on or before the execution and delivery of this
Agreement. The Claims released under this Agreement include, but are not limited
to, (i) any alleged violations of any other contract or covenant, any tort, and
any federal, state, local or other governmental statute or regulation and (ii)
any Claim related to or arising out of an alleged breach of any representation,
warranty or covenant contained in the Stock Purchase Agreement (other than
Claims related to or arising out of any alleged breach of any representation,
warranty or covenant set forth in Sections 8.03 and 8.08(b) and Articles IV, V
and XII of the Stock Purchase Agreement). Notwithstanding the foregoing or
anything herein to the contrary, the term "Claims" shall exclude the rights and
obligations of the parties under this Agreement.
10. Release by Interiors, Windsor and Munn. As a material inducement to
Bentley and Abrams to enter into this Agreement, each of Interiors, Windsor and
Munn (on behalf of themselves and their respective beneficiaries, successors,
assigns, agents, directors, officers, employees, representatives, attorneys and
affiliates (and agents, directors, officers, employees, representatives and
attorneys of such affiliates)), release and forever discharge each of Bentley
and Abrams, and each and all of their respective beneficiaries, successors,
assigns, agents, directors, officers, employees, representatives, attorneys and
affiliates (and agents, directors, officers, employees, representatives and
attorneys of such affiliates)), or any of them, from any and all Claims, as
defined in Section 9 hereof.
11. Release by Bentley and Abrams. As a material inducement to Interiors,
Windsor and Munn to enter into this Agreement, each of Bentley and Abrams (on
behalf of themselves and their respective beneficiaries, successors, assigns,
agents, directors, officers, employees, representatives, attorneys and
affiliates (and agents, directors, officers, employees, representatives and
attorneys of such affiliates) releases and forever discharges Interiors, Windsor
and Munn and each and all of their respective beneficiaries, successors,
assigns, agents, directors, officers, employees, representatives, attorneys and
affiliates (and agents, directors, officers, employees, representatives and
attorneys of such affiliates)), or any of them, from any and all Claims, as
defined in Section 9 hereof.
12.No Filings; Ownership of Claims. Each of Interiors, Bentley, Windsor, Abrams
and Munn agrees that he or it has not filed any Claims against any person he
or it has released herein with any local,state or federal agency, court or other
body, and that he or it will not do so at any time, based on any act, omission
or other thing arising or accruing on or prior to signing this Agreement,
whether known or unknown at the time of such signing, and further agrees that if
any such agency, court or other body assumes jurisdiction of any such Claim
against any of the persons so released, such releasing party will request such
agency, court or other body to withdraw from the matter with prejudice. Each of
Interiors, Bentley, Windsor,
<PAGE>
Abrams and Munn represents and agrees that he or it has not assigned or
transferred, or purported to assign or transfer, to any person or entity, any
Claim or any portion thereof, or interest therein.
13. Consultation with Counsel; Full and Independent Knowledge and
Understanding. Each of Interiors, Bentley, Windsor, Abrams and Munn has been
advised to consult with an attorney of his or its choice before signing this
Agreement. Each of Interiors, Bentley, Windsor, Abrams and Munn acknowledges and
agrees that he or it has been so advised; that he or it has fully discussed all
aspects of this Agreement with an attorney chosen by him or it to the full
extent desired; that he or it has carefully read and fully understands all of
the provisions of this Agreement; that he or it has taken as much time as he or
it needs for full consideration of this Agreement; that he or it is voluntarily
entering into this Agreement; that he or it has the capacity to enter into this
Agreement; and that it is duly authorized, by all necessary corporate authority,
to execute and deliver this Agreement and to perform its obligations hereunder.
14. Venue; Expense Recovery. Each party hereto irrevocably submits to the
jurisdiction of the courts of the State of Missouri and the United States
District Court for the Eastern District of Missouri for the purpose of any suit,
action, proceeding or judgment relating to or arising out of this Agreement and
the transactions contemplated hereby and to the laying of venue in any such
court. Each party hereto irrevocably waives any claim that any such suit, action
or proceeding brought in any such court has been brought in an inconvenient
forum. Should any party hereto ever institute any legal action or administrative
proceeding with respect to any Claim waived by this Agreement, the responding
party shall be entitled to recover from the other party or parties, as
applicable, all damages, costs, expenses and attorneys' fees incurred as a
result of such action.
15. Successors. This Agreement shall be binding upon the parties hereto and
upon their respective heirs, administrators, representatives, executors,
successors and assigns, and shall inure to the benefit of the parties hereto and
to their respective heirs, administrators, representatives, executors,
successors and assigns.
16. Governing Law. This Agreement shall in all respects be interpreted,
enforced and governed under the internal laws (without regard to choice of law
principles) of the State of Missouri.
17. Notices. All notices or other communications required or permitted
hereunder shall be in writing and shall be delivered personally, by facsimile or
sent by certified, registered or express air mail, postage prepaid, and shall be
deemed given when so delivered personally, or by facsimile, or if mailed, two
days after the date of mailing, as follows:
If to Interiors,
Munn or Windsor: Interiors, Inc.
320 Washington Street
Mt. Vernon, New York 10553-1017
Facsimile: (914) 665-5469
Attention: Mr. Max Munn, Pres.
With a copy to:
Paul, Hastings, Janofsky & Walker LLP
555 South Flower Street
Twenty-Third Floor
Los Angeles, California 90071
Facsimile: (213) 627-0705
Attention: Arthur L. Zwickel, Esq.
and to: Irvin Rothfarb, Esq.
15 West 53rd Street
New York, New York 10019
Facsimile: (212) 262-6228
and to: Mr. Dennis D'Amore
1755 Glendale Boulevard
Los Angeles, California 90026
Facsimile: (323) 664-5679
If to Bentley
or Abrams: Bentley International, Inc.
9719 Conway Road
St. Louis, Missouri 63124
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Facsimile: (314) 569-1512
Attention: Mr. Lloyd R. Abrams, Pres.
With a copy to:
Riezman & Blitz, P.C.
7700 Bonhomme Ave. 7th Floor
St. Louis, Missouri 63105
Facsimile: (314) 727-6458
Attention: Richard B. Rothman, Esq.
or to such other address as any party hereto shall notify the other parties
hereto (as provided above) from time to time.
18. Proper Construction.
(a) The language of all parts of this Agreement shall in all cases be
construed as a whole according to its fair meaning, and not strictly for or
against any of the parties.
(b) As used in this Agreement, the term "or" shall be deemed to
include the term "and/or" and the singular or plural number shall be deemed to
include the other whenever the context so indicates or requires.
(c) The section headings used in this Agreement are intended solely for
convenience of reference and shall not in any manner amplify, limit, modify or
otherwise be used in the interpretation of any of the provisions hereof.
19. Further Assurances. Each party hereto agrees to execute and
deliver to any other party hereto such additional agreements, instruments and
writings as any of them may reasonably request in order to effect transactions
contemplated by, and the intent and purposes of, this Agreement.
20. Entire Agreement. This Agreement sets forth the entire agreement
among the parties hereto, and fully supersedes any and all prior agreements or
understandings among the parties hereto, pertaining to the subject matter
hereof, including without limitation that certain letter agreement dated October
29, 1998.
<PAGE>
PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF KNOWN AND
UNKNOWN CLAIMS.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement, or has caused this Agreement to be executed on its behalf, as of the
date first above written.
INTERIORS, INC.,
a Delaware corporation
By:
An Authorized Officer
BENTLEY INTERNATIONAL, INC.,
a Missouri corporation
By:
An Authorized Officer
WINDSOR ART, INC.,
a Missouri corporation
By:
An Authorized Officer
Max Munn
Lloyd R. Abrams
<PAGE>
With respect to Section 5(b) only:
U.S. BANK TRUST,
a national association
By:
An Authorized Officer
With respect to Section 5(e) only:
Laurie Munn
F O R I M M E D I A T E R E L E A S E
BENTLEY INTERNATIONAL, INC.
SELLS NOTE AND STOCK TO INTERIORS, INC.
December 2, 1998, St. Louis, MO
Bentley International, Inc. announced that on December 1, 1998, Bentley
sold to Interiors, Inc., the purchaser of Bentley's former subsidiary, Windsor
Art, Inc., the $2,000,000 long term note Bentley had received from Interiors as
part of the consideration for Windsor and the 1,500,000 shares of Interiors
Class A common stock Bentley had previously acquired from Interiors. The
Interiors stock had been subject to an escrow agreement to secure certain
warranties and representations Bentley had made to Interiors in connection with
the sale of Windsor. In exchange, Interiors paid to Bentley $2,440,000 in cash
and agreed to pay 110,000 shares of Bentley common stock and 100,000 of
Interiors Class A common stock to the President of Windsor in satisfaction of
certain obligations Bentley had incurred to the President of Windsor pursuant to
a bonus agreement.
The Board of Directors of Bentley has also approved a repurchase program
with respect to the company's common stock, which currently trades on the OTC
Bulletin Board. The most recent price for the common stock was $0.75 per share.
The book value of such stock as of September 30, 1998, was $1.93 per share. The
company will repurchase no more than 100,000 shares in the open market over a
period of no more than twelve months, subject to the further limitation that the
number of shareholders will not be decreased below 300.
Management intends to use the balance of the cash from this sale and the
previous sale of Windsor primarily to pursue acquisitions of credit reporting
businesses, specialty marketing and information services businesses and possibly
other businesses, and to expand the two credit reporting businesses Bentley has
already acquired. Those two businesses currently operate in California, Arizona,
New Mexico, Colorado, Missouri, Illinois and Florida. Management plans to expand
these businesses in the states where they are operating and on a nation-wide
basis, while continuing to explore other acquisition opportunities.
For separate consideration, Lloyd Abrams, the CEO and President of
Bentley, agreed to cancel and was released from his obligations under a
consulting agreement with Interiors and Windsor. The release of Mr. Abrams from
his duties as a consultant will allow Mr. Abrams to work full time for Bentley
in regard to the expansion of its current credit reporting businesses and the
pursuit of other acquisition opportunities.
This press release contains certain forward looking statements of the type
described in the "Safe Harbor" provisions of the Private Securities Litigation
Reform Act of 1995, including, without limitation, those with regard to plans to
expand the credit reporting business and make other acquisitions. The results of
these plans are beyond the ability of the company to control. Economic
conditions, product and service demand, competitive pricing, timely completion
of acquisitions on acceptable terms and other factors could cause materially
different results from those planned by management.
<PAGE>
