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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Astea International Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
04622E109
(CUSIP Number)
Zack B. Bergreen
Astea International Inc.
455 Business Center Drive
Horsham, PA 19044
(215) 682-2500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 24, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
(Continued on following page(s))
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SCHEDULE 13D
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CUSIP NO. 04622E109 PAGE 1 OF 6 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE ZVI BAR-NIR BERGREEN RETAINED ANNUITY TRUST
OF 1998 II
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00 (no funds were required, since this was a gift)
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 United States (Pennsylvania trust)
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SOLE VOTING POWER
7
NUMBER OF
900,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
900,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
900,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 6.7%
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TYPE OF REPORTING PERSON*
14 OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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ITEM 1. This statement on Schedule 13D relates to the Common Stock, $.01 par
value per share (the "Shares"), of Astea International Inc.(the "Company" or the
"issuer"). The Company's principal executive offices are located at 455 Business
Center Drive, Horsham, PA 19044.
ITEM 2. The Reporting Person is The Zvi Bar-Nir Bergreen Retained Annuity Trust
of 1998 II, a Pennsylvania trust(the "Reporting Person"). Its principal business
and office address is 896 Brushtown Road, Gwynned Valley, PA 19437-0488. The
Reporting Person is a retained annuity trust formed for the sole purpose of
holding certain assets of its beneficiaries. The Reporting Person acquired the
900,000 Shares from its grantor on March 24, 1998 as part of the grantor's
family estate planning. The Reporting Person has never been convicted in a
criminal proceeding or been a party to a civil proceeding of a judicial or
administrative body.
ITEM 3. The Reporting Person received 900,000 Shares through a transfer without
consideration from its grantor, Zack B. Bergreen. Since this was a gift, no
funds or other consideration were provided by the Reporting Person.
ITEM 4. The Reporting Person acquired the 900,000 Shares from its grantor as
part of the grantor's family estate planning. The transfer does not change the
grantor's beneficial ownership of the Shares, as such term is defined in Section
13 of the Securities Exchange Act of 1934, as amended (the "Act"). The Reporting
Person (through its trustees) has no plans or proposals that would relate to or
result in:
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(a) The acquisition by any person of additional securities of the issuer, or
the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of the issuer,
including any plans or proposals to change the number or term or to fill
any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the
issuer;
(f) Any other material change in the issuer's business or corporate structure;
(g) Changes in the issuer's charter, by laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5.
(a) The Reporting Person beneficially owns 900,000 Shares, which is equal to
6.7% of all Shares currently outstanding. Although the Reporting Person does not
believe that its a member of "group," as such term is defined in Section
13(d)(3) of the Act, the Reporting Person is aware that a trustee of the
Reporting Person, Zack B. Bergreen, is the beneficial owner of 5,891,000 Shares
in addition to the 900,000 Shares held by the Reporting Person.
(b) The Reporting Person (through its trustees) has sole power to vote and to
dispose of all of the 900,000 Shares
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held by it. Of the other 5,891,000 Shares beneficially owned by Mr. Bergreen,
Mr. Bergreen has sole power to vote and dispose of 2,991,000 Shares and shared
power (as co-trustee) to vote and dispose of 2,900,000 Shares.
(c) There have been no transactions in the Shares by the Reporting Person or
Mr. Bergreen during the past sixty days, except that Mr. Bergreen transferred
900,000 shares of Common Stock of the issuer to Zvi Bar-Nir Bergreen Retained
Annuity Trust of 1998 I on March 24, 1998, which will be reported separately by
a Schedule 13D.
(d) No person other than the Reporting Person (acting through its trustees) is
known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the 900,000 Shares held by the
Reporting Person.
(e) N.A.
ITEM 6. There are no contracts, arrangements, understandings or relationships
among the Reporting Person and any other person with respect to any securities
of the issuer.
ITEM 7. N.A.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: March 31, 1998
THE ZVI BAR-NIR BERGREEN
RETAINED ANNUITY TRUST
OF 1998 II
By: /s/ Zack B. Bergreen
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Zack B. Bergreen, Trustee
