FORM 4
for
LLOYD R. ABRAMS
securities ownership in
BENTLEY INTERNATIONAL, INC.
January 11, 1999
Address: Lloyd R. Abrams, President and Chief Executive Officer, Bentley
International, Inc., 9719 Conway Road,
St. Louis, MO 63124
Date of Acquisition: On December 1, 1998, Lloyd R. Abrams acquired the
following securities of Bentley International, Inc.:
Common Stock Acquired: 40,000 shares (the "Bentley Common Shares") of Common
Stock of Bentley International, Inc., $.18 par value ("Bentley Common Stock")
Total Bentley Common Stock Beneficially Owned as of the Date Hereof: 1,321,000
shares
Warrant Acquired: Warrant for the purchase of up to 300,000 shares of Bentley
Common Stock at $10.00 per share (the "Warrant") at any time on or after July
30, 1998 through the earlier to occur of (A) July 30, 2008 or (B) sixty (60)
days after the last reported sale price per share of Bentley Common Stock, as
reported on the OTC Bulletin Board or any stock exchange upon which the Bentley
Common Stock is subsequently listed, exceeds $15.00 per share
Total Shares of Bentley Common Stock for Which Warrants Are Held as of the Date
Hereof: 300,000
Purchase Price, Consideration and Value of Consideration: The Warrant and the
Bentley Common Shares were acquired as part of the consideration paid in
connection with a Repurchase Agreement and Mutual General Release among Lloyd R.
Abrams, Bentley International, Inc., Windsor Art, Inc., Interiors, Inc. and Max
Munn dated December 1, 1998 (the "Mutual Release"), which is attached as Exhibit
2 to the Form 8-K of Bentley International, Inc. dated December 1, 1998.
Pursuant to the Mutual Release, Lloyd R. Abrams released Interiors, Inc. and
Windsor Art, Inc. from their obligations under a consulting agreement dated July
30, 1998 (the "Consulting Agreement"), which is attached as Exhibit 10.5 to the
Form 10-QSB of Bentley International, Inc. for June 30, 1998. In November, 1998,
prior to the Mutual Release, an appraiser valued the present value of the rights
of Mr. Abrams under the Consulting Agreement as $450,322. Under the Mutual
Release, Mr. Abrams received $138,444.32 in addition to the Bentley Common
Shares and the Warrant for his release of Interiors, Inc. and Windsor Art, Inc.
The value of Bentley Common Stock is approximately $1.00 per share on the market
for registered shares. The Bentley Common Shares, the Warrant and the shares for
which the Warrant is exercisable are subject to restrictions on transfer. The
appraiser found that the current value of the Warrant is not ascertainable.
/s/Lloyd R. Abrams
Lloyd R. Abrams
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