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): January 26, 1998
BENTLEY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 0-19503 43-1325291
(State or other (Commission File No.) (IRS Employer ID No.)
jurisdiction 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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ITEM 5. OTHER EVENTS.
As previously reported on a Form 8-K submitted by Bentley
International, Inc. (the "Registrant" or "Bentley") dated February 3, 1997, on
January 24, 1997, three creditors of Janco Designs, Inc. ("Janco"), a
wholly-owned subsidiary of the Registrant, 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. Janco consented to the proceeding and the Court appointed a
bankruptcy Trustee ("Trustee") on February 18, 1997. Entry for an order for
relief was entered on February 26, 1997.
As reported on the Form 10-KSB submitted by Bentley dated as of May 31,
1997, it was not possible to ascertain whether Bentley or Bentley's subsidiary
Windsor Art, Inc. ("Windsor") might be liable for any debts of Janco to Janco's
unsecured creditors as a result of the bankruptcy filing.
On January 16, 1998, the Trustee, Bentley, certain shareholders of
Bentley who hold promissory notes of which Janco was the maker and Bentley and
Windsor are the guarantors, and other parties who are related to such
shareholders and hold similar promissory notes of which Janco is the maker and
Bentley and Windsor are the guarantors (such shareholders and other related
parties hereinafter are collectively referred to as the "Note Holders") entered
into a Stipulation for Settlement agreement ("Stipulation"), attached hereto as
Exhibit A, pursuant to which Bentley agreed to pay, subject to court approval of
the Stipulation, to the bankruptcy estate $85,000 in exchange for a full release
of Bentley, Windsor, certain of Bentley's shareholders and certain present and
past officers and directors and their spouses and children from all claims by
the Trustee. In addition, the bankruptcy estate agreed to pay to the Note
Holders one-half of the proceeds from the liquidation of certain assets of
Janco, approximately $45,000.
If the Court approves the Stipulation, the release of liability of
Bentley by the Trustee and the Trustee's payment to the Note Holders, will
result in a reduction of Bentley's general liabilities, as reflected on the
consolidated balance sheet of Bentley and its subsidiaries, by approximately
$1,332,000 and Bentley's shareholder liabilities by approximately $45,000. In
addition, Bentley will recognize approximately $1,240,000 of extraordinary
income, or $0.44 per share, as a result of the reduction in liabilities and the
elimination of the reserves established to cover potential liabilities resulting
from the termination of Janco's operations.
The United States District Court for the Eastern District of Missouri
will consider approving the settlement reached by the Trustee and other parties
on February 24, 1998.
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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 in behalf
by the undersigned, thereunto duly authorized.
Dated: January 26, 1998
BENTLEY INTERNATIONAL, INC.
By /s/ Lloyd R. Abrams
Lloyd R. Abrams, President and
Chief Executive Officer
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UNITED STATES BANKRUPTCY COURT
EASTERN DISTRICT OF MISSOURI
In Re ) In Proceedings Under
) Chapter 7
JANCO DESIGNS, INC. )
) Case No. 97-40682-399
Debtor )
) STIPULATION FOR
) SETTLEMENT OF
LLOYD R. ABRAMS, as trustee ) ABRAMS & ROTHMAN
of the Stacey, Kevin & ) MOTION FOR RELIEF
Meredith Trust ) FROM AUTOMATIC STAY
) AND OTHER MATTERS
LLOYD R. ABRAMS, as trustee )
of the Abrams Family Trust )
)
LLOYD R. ABRAMS, as trustee )
of the Janet L. Salk )
Children's Trust )
)
RICHARD B. ROTHMAN, as trustee )
of the Richard B. Rothman )
Trust )
)
RICHARD B. ROTHMAN, as trustee )
of the Winter Trust )
)
PATRICIA B. ROTHMAN, as trustee )
of the Richard B. Rothman )
QTIP Trust )
)
Movants )
)
v. )
)
JANCO DESIGNS, INC., Debtor )
and )
LESLIE A. DAVIS, as Chapter 7 Trustee,)
)
Respondents )
Come now Lloyd R. Abrams as Trustee of the Stacey, Kevin and Meredith
Trust, Lloyd R. Abrams as Trustee of the Abrams Family Trust, Lloyd R. Abrams as
Trustee of the Janet L.
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Salk Children's Trust, Richard B. Rothman as Trustee of the Richard B. Rothman
Trust, Richard B. Rothman as Trustee of the Winter Trust, and Patricia B.Rothman
as Trustee of the Richard B. Rothman QTIP Trust (the "Movants"), and Leslie A.
Davis ("Trustee") and hereby stipulate and agree as follows:
WHEREAS Movants filed a Motion for Relief From Automatic Stay ("Lift
Stay Motion") seeking an order of this Court terminating the stay of 11 U.S.C.
ss.362 as to certain collateral held by the Trustee and claimed by Movants; and
WHEREAS Trustee filed an Answer to the Lift Stay Motion opposing the
relief sought and raising various affirmative defenses and causes of action, and
Trustee has suggested that additional causes of action may exist against Bentley
International, Inc. and Windsor Art, Inc.; and
WHEREAS the parties wish to settle this dispute without the need for
further litigation,
In accordance therewith, the parties hereby stipulate and agree as
follows:
1. Bentley International, Inc. shall pay to the Trustee the sum of
$85,000.00 upon the approval of this Stipulation by the Bankruptcy Court.
2. The Movants and the Trustee shall split equally the proceeds from
the liquidation of collateral in which the Movants claim an interest which
proceeds are currently on deposit in the Trustee's bank account.
3. The Movants shall split equally any monies collected from Price
Costco or Delta Graphics.
4. The Trustee shall retain and keep for the benefit of the estate
any amounts currently on hand in the Boatmen's, Commerce, or Cass accounts of
the Debtor.
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5. Lloyd R. Abrams, his wife and children, and Richard B. Rothman,
his wife and children, and any entities that they own or control, including but
not limited to Movants herein, shall waive any claims against the bankruptcy
estate.
6. The Trustee, his agents, employees, attorneys, successors and
assigns (the "Trustee Releasors") hereby agree to, and do, remise, release and
forever discharge each of the Movants, Windsor Art, Inc., Bentley International,
Inc., Lloyd R. Abrams (individually and in his capacity as a current or past
officer, director, shareholder, and employee of Debtor), his wife and children,
and Richard B. Rothman (individually and in his capacity as a current or past
officer, director, shareholder, and employee of Debtor), his wife and children,
and each and every one of their respective present or former agents, officers,
directors, executives, trustees, employees, attorneys, successors and assigns
(the "Released Movants"), from any and all matters, claims, charges, demands,
damages, causes of action, debts, liabilities, controversies, judgments, and
suits of every kind and nature whatsoever, in law or equity or otherwise,
foreseen or unforeseen, known or unknown, which the Trustee Releasors or anyone
claiming through or under them ever had or now has against the Released Movants,
which in any way relate to the bankruptcy filing of Janco Designs, Inc.
7. The Released Movants hereby agree to, and do, remise, release
and forever discharge the Trustee Releasors from any and all matters, claims,
charges, demands, damages, causes of action, debts, liabilities, controversies,
judgments, and suits of every kind and nature whatsoever, in law or equity or
otherwise, foreseen or unforeseen, known or unknown, which the Released Movants
or anyone claiming through or under them ever had or now has against the Trustee
Releasors, which in any way relate to the bankruptcy filing of Janco Designs,
Inc.
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8. By executing this Stipulation, Lloyd R. Abrams and Richard B.
Rothman do hereby state, under penalty of perjury, that all material transfers
of funds known to them from Janco Designs, Inc., to any one of themselves, or to
any other entity under their control, directly or indirectly, or the control of
either of their spouses, within one year preceding the filing of the petition
for involuntary bankruptcy in this case, has been disclosed to the Trustee. In
the event it is determined by a Court of competent jurisdiction that this sworn
statement was false when given, the release granted by the Trustee in paragraph
six (6) hereof shall become null and void.
9. Upon the approval of this Stipulation by the Bankruptcy Court,
and payment of all monies due hereunder, the Movants shall dismiss their Motion
for Relief from Automatic Stay as being settled.
Stipulated and agreed to:
/s/ Lloyd R. Abrams
Lloyd R. Abrams, as Trustee of the
Stacey, Kevin and Meredith Trust
/s/ Lloyd R. Abrams
Lloyd R. Abrams, as Trustee of the
Abrams Family Trust
/s/ Lloyd R. Abrams
Lloyd R. Abrams, as Trustee of the
Janet L. Salk Children's Trust
/s/ Lloyd R. Abrams
Lloyd R. Abrams, individually
/s/ Richard B. Rothman
Richard B. Rothman, as Trustee of
the Richard B. Rothman Trust
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/s/ Richard B. Rothman
Richard B. Rothman, as Trustee of
The Winter Trust
/s/ Richard B. Rothman
Richard B. Rothman, Individually
/s/ P. Rothman
Patricia B. Rothman, as Trustee of
the Richard B. Rothman QTIP Trust
/s/ P. Rothman
Patricia B. Rothman, Individually
WINDSOR ART, INC.
By: /s/ Lloyd R. Abrams
Title: President
BENTLEY INTERNATIONAL, INC.
By: /s/ Lloyd R. Abrams
Title: Chairman
/s/ Leslie A. Davis
LESLIE A. DAVIS, Trustee
RIEZMAN & BLITZ DAVIS, DAVIS, KASNETZ & GREENBERG
By: /s/ James Cole By: /s/ Scott Greenberg
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James S. Cole, #2851 Scott Greenberg, #3270
7700 Bonhomme, 7th Floor 120 S. Central, Suite 1700
St. Louis, Missouri 63105 St. Louis, Missouri 63105
Attorneys for Movants Attorneys for Trustee
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