BENTLEY INTERNATIONAL INC
8-K, 2000-02-03
MISC DURABLE GOODS
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                       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 2, 2000
                          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


<PAGE>




ITEM 5.  OTHER EVENTS.

         On February 2, 2000, Bentley  International,  Inc. (the  "Corporation")
made an initial  distribution of $1.55 per share to shareholders of record as of
November  5,  1999,  pursuant  to  the  Plan  of  Liquidation  approved  by  the
shareholders  on  September  27,  1999.  The  Corporation   will  be  completely
liquidated  as soon as  possible  following  payment of all  liabilities  of the
Corporation.  Management  plans that the Articles of Dissolution  filed with the
Secretary of State of Missouri,  effective November 5, 1999, will not be revoked
as  permitted  for 120 days after the  effective  date under  Missouri  law.  As
previously reported on a Form 8-K of the Corporation dated October 12, 1999, the
Board of Directors  authorized the officers of the  Corporation to file Articles
of Dissolution  with respect to the  Corporation  with the Secretary of State of
Missouri with an effective date of November 5, 1999 and in connection  with such
dissolution  directed that the share transfer books of the Corporation be closed
on November 5, 1999.


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,  such as the  planned  liquidation  and
         dissolution of the Corporation.  The results of management's  plans are
         beyond the  ability of the  Company to  control.  Economic  conditions,
         investment performance,  the resolution of litigation 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: February 3, 2000

                                      BENTLEY INTERNATIONAL, INC.

                                      By   /s/ Lloyd R. Abrams
                                           Lloyd R. Abrams, President and
                                           Chief Executive Officer


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