-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000910680-04-000777.txt : 20040728
<SEC-HEADER>0000910680-04-000777.hdr.sgml : 20040728
<ACCEPTANCE-DATETIME>20040727171729
ACCESSION NUMBER:		0000910680-04-000777
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040727
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040727

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DRYCLEAN USA INC
		CENTRAL INDEX KEY:			0000065312
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE & TELEGRAPH APPARATUS [3661]
		IRS NUMBER:				112014231
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14757
		FILM NUMBER:		04933991

	BUSINESS ADDRESS:	
		STREET 1:		290 NE 68 STREET
		CITY:			MIAMI
		STATE:			FL
		ZIP:			33138
		BUSINESS PHONE:		3057544551

	MAIL ADDRESS:	
		STREET 1:		290 NE 68 STREET
		CITY:			MIAMI
		STATE:			FL
		ZIP:			33138

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	METRO TEL CORP
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>f8k-07272004.txt
<DESCRIPTION>JULY 27, 2004
<TEXT>

                       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): JULY 22, 2004

                               DRYCLEAN USA, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                    DELAWARE
                 ----------------------------------------------
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)

           0-9040                                       11-2014231
           ------                                       ----------
   (COMMISSION FILE NUMBER)                   (IRS EMPLOYER IDENTIFICATION NO.)

                    290 N.E. 68 STREET, MIAMI, FLORIDA 33138
                    ----------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (305) 754-4551

                                 NOT APPLICABLE
          -------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


<PAGE>


Item 5.      Other Events.
- -------      -------------

         On July 22, 2004,  William K.  Steiner,  Chairman and a director of the
Company,  and  Michael S.  Steiner,  President,  Chief  Executive  Officer and a
director of the Company,  each sold 750,000 shares of the Company's Common Stock
to Alan I. Greenstein,  Executive Vice President and Chief Operating  Officer of
the  Company,  for a  purchase  price  of  $1,087,500  payable  to each  seller,
consisting  of $350,000 in cash and a $737,500  Promissory  Note payable on July
22, 2005 secured by the shares sold.  After  giving  effect to the  transaction,
William K.  Steiner,  Michael S. Steiner and Alan I.  Greenstein  own  1,550,997
(22.1%), 1,510,577 (21.5%) and 1,518,200 (21.6%), respectively, of the Company's
7,014,450 outstanding Common Stock.

         Contemporaneously therewith, William K. Steiner, Michael S. Steiner and
Alan I.  Greenstein  entered  into a  Stockholders  Agreement  pursuant to which
William K. Steiner and Michael S. Steiner (together with any transferees to whom
either of them transfers  Shares,  as defined below, to the extent of the Shares
so transferred,  collectively,  the "Steiner Family  Stockholders")  and Alan J.
Greenstein  (together  with any transferee to whom he transfers  Shares,  to the
extent   of  the   Shares  so   transferred,   collectively,   the   "Greenstein
Stockholders")  have agreed,  except to the extent otherwise agreed from time to
time  by each  of (a)  the  holders  of a  majority  of the  Shares  held by the
Greenstein  Stockholders and (b) the holders of a majority of the Shares held by
the Steiner Family Stockholders, to vote the 1,510,477,  1,510,477 and 1,500,000
shares, respectively, of the Company's Common Stock currently owned of record by
William K.  Steiner,  Michael S.  Steiner and Alan I.  Greenstein,  respectively
(collectively  the  "Shares")  to  elect as  directors  of the  Company  (x) one
designee  as may be  selected by the holders of a majority of the Shares held by
the Greenstein  Stockholders  and (y) such other designees as may be selected by
the holders of a majority of the Shares held by the Steiner Family Stockholders.
Should  any  designee  of the  Greenstein  Stockholders  or the  Steiner  Family
Stockholders resign, determine not to seek re-election to the Company's Board of
Directors (the "Board"),  be removed from office,  die, become  incapacitated or
otherwise cease to serve on the Board,  and should such designee not be replaced
by the Board with a designee  recommended to the Board by the stockholder  group
who designated the director being  replaced,  or should such  designee's term of
office expire, the parties to the Stockholders  Agreement agree to take all such
action as may be permitted under the Company's  Certificate of  Incorporation or
By-laws and laws of its state of  incorporation  to  promptly  call a special or
other  meeting of  stockholders  of the Company  and vote,  or execute a written
consent,  to elect as the successor to such former director a person  designated
by the holders of a majority of the Shares held by the  stockholder  group whose
designee is to be replaced.  The  Stockholders  Agreement is to terminate on the
earliest  to occur of (i) the date  agreed to in writing by the owners of record
of a  majority  of the  Shares and (ii) the  liquidation  of the  Company or the
Company's merger with, or sale of substantially all of its assets to, or another
change in control  transaction  with,  another  entity  that is  approved by the
Board, following which transaction or series of transactions the stockholders of
the Company  immediately prior to the first of such transactions do not own more
than  50%  of the  outstanding  voting  power  of the  resulting  entity  at the
effective date of the last of such transactions.


<PAGE>

Item 7.    Financial Statements and Exhibits.
- -------    ----------------------------------

         (a)      Financial Statements of businesses acquired: None

         (b)      Pro forma financial information: None

         (c)      Exhibits:

                  99.1  Stockholders  Agreement  dated as of July 22, 2004 by
                        and among William K.  Steiner,  Michael S. Steiner and
                        Alan I. Greenstein.


                                    SIGNATURE
                                    ---------

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                      DRYCLEAN USA, Inc.


Date:    July 27, 2004                By:  /s/ Michael S. Steiner
                                           -------------------------------------
                                           Michael S. Steiner,
                                           President and Chief Executive Officer


<PAGE>


                                  EXHIBIT INDEX
                                  -------------

Exhibit No.       Description
- -----------       ------------------------------------------------------------

99.1              Stockholders Agreement dated as of July 22, 2004 by and among
                  William K. Steiner, Michael S. Steiner and Alan I. Greenstein

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>exhibit-99_1.txt
<DESCRIPTION>EXHIBIT 99.1 - STOCKHOLDERS AGREEMENT
<TEXT>
                                                                    EXHIBIT 99.1

                             STOCKHOLDERS AGREEMENT


         This  Agreement  is made  as of July  22,  2004  by and  among  Alan I.
Greenstein  (together  with  any  transferee  to whom he  transfers  Shares,  as
hereinafter  defined, to the extent of the Shares so transferred,  collectively,
the "Greenstein  Stockholders"),  Michael S. Steiner and William K. Steiner (the
"Steiner Family" and together with any transferees to whom any of them transfers
Shares to the extent of the Shares so  transferred,  collectively,  the "Steiner
Family  Stockholders").  Each of the  Greenstein  Stockholders  with the Steiner
Family  Stockholders  are  individually  referred  to  as  a  "Stockholder"  and
collectively referred to as the "Stockholders".

         WHEREAS,  Michael S.  Steiner and William K. Steiner are each the owner
of record of 2,260,477  Shares of Common Stock,  par value of $.025 per share of
DRYCLEAN USA, Inc. (formerly named Metro-Tel Corp.), a Delaware corporation (the
"Company");

         WHEREAS,  Michael S. Steiner and William K. Steiner have each agreed to
sell, and Alan I Greenstein has agreed to purchase,  contemporaneously herewith,
750,000 of such Shares,  so that following such transaction  Michael S. Steiner,
William  K.  Steiner  and  Alan I.  Greenstein  will  own of  record  1,510,477,
1,510,477  and  1,500,000  of  such  shares,   respectively   (collectively  the
"Shares");

         WHEREAS,  the Stockholders believe it is in their mutual best interests
to vote  together  with  respect to the  election of directors in the manner set
forth in this Agreement and to effectuate the other purposes of this Agreement;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
representations,  covenants and agreements set forth herein,  and for other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, the Stockholders hereby agree as follows:

         1. Agreement to Vote.  Except to the extent  otherwise agreed from time
to time by each of:  (a) the  holders of a  majority  of the Shares  held by the
Greenstein  Stockholders and (b) the holders of a majority of the Shares held by
the Steiner Family Stockholders,  each Stockholder  covenants and agrees to vote
(in person or by proxy),  at all  meetings  of the  stockholders  of the Company
however  called  and with  regard to  actions  proposed  to be taken by  written
consent of the  stockholders  of the Company at any time during the term of this
Agreement  with regard to the election of directors,  all of the Shares in favor
of the  election  as  directors  of the  Company of (x) one  designee  as may be
selected  by the  holders of a majority  of the  Shares  held by the  Greenstein
Stockholders  and (y) such other  designees  as may be  selected  of the Steiner
Family Stockholders.  Should any designee of the Greenstein  Stockholders or the
Steiner Family  Stockholders  resign,  determine not to seek  re-election to the
Board, be removed from office,  die, become  incapacitated or otherwise cease to
serve on the Board, and should such designee not be replaced by the Board with a
designee  recommended  to the  Board  by the  Stockholders  who  designated  the
director being replaced,  or should such  designee's term of office expire,  the
Stockholders agree to take all such action as may be permitted under the

<PAGE>

Company's  Certificate  of  Incorporation  or  By-laws  and laws of its state of
incorporation to promptly call a special or other meeting of stockholders of the
Company and vote,  or execute a written  consent,  to elect as the  successor to
such  former  director a person  designated  by the holders of a majority of the
Shares held by the Stockholders whose designee is to be replaced.

         The term  "Entire  Board," as used in this  Agreement,  means the total
number of  directors  that the Company  would have if there were no vacancies on
the Board of Directors.

         The  ability of each of the  Greenstein  Stockholders  and the  Steiner
Family  Stockholders  to designate  one or more  directors is a right and not an
obligation  and such right may be  exercised at any time during the term of this
Agreement.

         For avoidance of doubt,  it is agreed and understood that any shares of
Common  Stock of the Company  (other than the Shares)  which a party hereto owns
(or may in the future own) of record or in street name shall not (unless  agreed
to in writing by the party to be charged) be subject to this Agreement.

         2.  Stockholders'  Representations.  Each  Stockholder  represents  and
warrants to each other Stockholder that,  immediately  following the sale of the
Shares from Michael S. Steiner and William K. Steiner to Alan I.  Greenstein  as
reflected in the preambles to this Agreement:  (a) the  Stockholder  will be the
sole record and beneficial  owner,  with sole voting power,  of the Shares owned
reflected in the third preamble to this Agreement; (b) the Stockholder possesses
full  power  and  authority  to enter  into  this  Agreement  and carry out such
Stockholder's  obligations under this Agreement;  (c) the execution and delivery
of this  Agreement  does not, and carrying  out such  Stockholder's  obligations
under this Agreement  will not,  conflict with or result in the violation of any
agreement,  judgment,  decree, law or regulation  applicable to the Stockholder;
and  (d)  other  than  this  Agreement,  there  are  no  outstanding  rights  or
obligations  granted by the  Stockholder  relating to the  ownership,  voting or
disposition of any of the Shares.

         3. Parties Bound.  This Agreement shall inure to the benefit of, and be
binding  upon,  the  parties  hereto  and  their  respective   heirs,   personal
representatives,   successors  and  permitted   assigns.   Notwithstanding   the
foregoing,  the rights and obligations  under this Agreement of an initial party
hereto or a permitted assignee thereof may be assigned without such consent with
a  transfer  (other  than  in  ordinary  market  sales  regular  way  or  in  an
underwritten  public  offering)  of  Shares  to a member  of such  Stockholder's
"immediate  family" or an  "Affiliate" of such  Stockholder  (as these terms are
defined below) or a member of the `immediate family" of such Affiliate provided,
in any such case, such transferor shall, as a condition to such transfer,  first
obtain an agreement in writing  from such  transferee  to be bound by all of the
terms and provisions of this Agreement with the same force and effect as if such
transferee were a "Stockholder"  (and such transferee  shall then be considered,
for all purposes of this Agreement,  a "Stockholder"  and member of the group of
Stockholders  from which such  transferee  received  the  transferred  Shares or
interest  therein).  Nothing  herein shall be construed as otherwise  limiting a
Stockholder's  right  to  transfer  his,  her or its  Shares;  however  any such
transferee,  other than pursuant to the  immediately  preceding  two  sentences,
shall not be entitled to the rights and benefits of this  Agreement but shall be
subject to the  obligations  under this  Agreement of the group of  Stockholders
from  which such  transferee  acquired  such  Shares.  All


                                      -2-
<PAGE>

rights and authority  granted herein by each Stockholder shall survive the death
or incapacity of the Stockholder.

         The stock certificates  evidencing Shares held by such Stockholder (and
any Shares issued to transferees  thereof to whom this Agreement applies) shall,
so long as this Agreement pertains thereto, bear the following legend:

         "The shares represented by this certificate are subject to the
         terms and conditions of a Stockholders  Agreement  dated as of
         July  22,  2004  by  and  among  certain  stockholders  of the
         Company, a copy of which is on file at the principal office of
         the Company."

         As used in this Agreement,  (a) the term "immediate  family" means such
person's spouse, parents, children,  siblings and trusts created exclusively for
such Stockholder  and/or the aforementioned  relatives of such Stockholder,  and
(b) an "Affiliate" of a referenced person,  firm or entity shall mean any person
controlling,  controlled by or under common control with such referenced person,
firm or entity.

         4. Term.  This Agreement  shall become  effective upon its execution by
all initial  parties hereto (the  "Effective  Date") and shall  terminate on the
earliest  to occur of: (i) the date agreed to in writing by the owners of record
of a majority  of the  Shares,  and (ii) the  liquidation  of the Company or the
Company's merger with, or sale of substantially all of its assets to, or another
change in control transaction with, another entity that is approved by the Board
of  Directors,  following  which  transaction  or  series  of  transactions  the
stockholders of the Company  immediately prior to the first of such transactions
do not own more than 50% of the outstanding voting power of the resulting entity
at the effective date of the last of such transactions.

         5.  Availability of Equitable  Remedies.  The Stockholders  acknowledge
that a breach of the provisions of this Agreement by any Stockholder would cause
irrevocable  injury  to the other  Stockholders  and  could  not  adequately  be
compensated by money damages.  Accordingly,  a Stockholder shall be entitled, in
addition  to any  other  right or  remedy  available  to him,  her or it,  to an
injunction  restraining a breach or a threatened breach of this Agreement and to
specific  performance  of any such provision of this  Agreement,  in either case
without bond or other  security,  and the other  Stockholders  will not take any
action,  directly or indirectly,  in opposition to the moving party seeking such
relief on the grounds  that any other remedy or relief is available at law or in
equity.

         6.  Governing Law,  Consent to Service of Process,  etc. This Agreement
shall be governed and  interpreted  in accordance  with the laws of the state of
Delaware,  without regard to the conflict of laws principles  thereof that would
defer to the laws of another jurisdiction or the actual domiciles of the parties
hereto.).

         The parties  hereby  consent  and agree that the  Circuit  Court of the
State of Florida for the County of  Miami-Dade  and the United  States  District
Court for the Southern District of Florida each shall have personal jurisdiction
and proper venue with respect to any dispute  between them under this Agreement.
No party shall raise, and each party hereby expressly  waives,  any objection


                                      -3-
<PAGE>

or defense to any such  jurisdiction  and venue as an inconvenient  forum.  Each
party further agrees that any action or proceeding  brought under this Agreement
shall be  brought  only in the  Circuit  Court of the State of  Florida  for the
County of  Miami-Dade  or the  United  States  District  Court for the  Southern
District of Florida.  Each party hereby waives personal  service of any summons,
complaint or other process, which may be delivered by any of the means permitted
for notices under this Agreement.

         In any action,  suit or  proceeding  in any  jurisdiction  brought with
respect to this Agreement, each party waives trial by jury.

         7. Notices.  All notices,  requests,  demands and other  communications
which are required to be or which may be given under this Agreement  shall be in
writing  and shall be deemed to have been duly given when  delivered  in person,
the scheduled business day of delivery if sent by Express Mail, Federal Express,
other overnight delivery service or five business days after mailed if mailed by
certified or registered first class mail return receipt  requested,  in any such
case with delivery charges prepaid, to the party to whom the same is so given or
made, at the following  addresses (or such other address as shall be provided by
notice given in accordance  with this Section 7 by the party whose address is to
be changed):

                (a)    If to a member of the  Steiner  Family:
                       c/o  Steiner-Atlantic  Corp.
                       290 N.E. 68th Street
                       Miami, Florida 33138-5567
                       Attention: Michael S. Steiner

                (b)    If to a member of the Greenstein Stockholders:
                       c/o Alan I. Greenstein
                       3738 Gulf Stream Way
                       Davie, Florida 33026

         8.  Amendments.  This Agreement and any term hereof may not be amended,
changed,  discharged or terminated  except by an instrument in writing signed by
the original signatories hereof.

         9. Waivers.  The failure of a party to insist upon strict  adherence to
any term or provision of this  Agreement on any occasion shall not be considered
a waiver,  or deprive  the party of the right  thereafter  to insist upon strict
adherence  to that term or  provision  or any other  term or  provision  of this
Agreement. Any waiver must be in writing and be duly executed by the party to be
charged.

         10.  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts and by the different parties hereto on separate counterparts,  each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

         11.  Headings.  The  headings  in this  Agreement  are for  purposes of
reference only and shall not be considered in construing this Agreement.


                                      -4-
<PAGE>

         12. Entire Agreement.  This Agreement contains the entire understanding
of the parties herein,  and supersedes all prior discussions and  understandings
of the parties hereto, respecting the subject matter hereof.

         13. Severability. If any provision of this Agreement or the application
of any  provision  to any  person or  circumstance  shall be held  invalid,  the
remainder of this Agreement,  or the application of that provision to persons or
circumstances  other than those which it is held invalid,  shall not be affected
thereby.

         IN WITNESS  WHEREOF,  the parties  have  executed  and  delivered  this
Agreement.


                                            ------------------------------------
                                            Michael S. Steiner


                                            ------------------------------------
                                            William K. Steiner


                                            ------------------------------------
                                            Alan I. Greenstein




















                                      -5-

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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