<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 1998 Commission File Number: 814-00127
BRANTLEY CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 34-1838462
(State or other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
20600 Chagrin Boulevard, Suite 1150, Cleveland, Ohio
44122 (Address of principal executive offices
including zip code)
(216) 283-4800
(Registrant's telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes (X)No ( ).
The number of shares of common stock outstanding as of June 30, 1998 was
3,810,535.
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BRANTLEY CAPITAL CORPORATION
BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30,
1998 DECEMBER 31,
(UNAUDITED) 1997
----------- -----------
<S> <C> <C>
ASSETS
Cash and cash equivalents(Note 2) $24,996,256 $24,691,345
Investments, at market (Note 2) 19,649,804 18,791,178
Dividends and interest receivable 206,146 70,722
Prepaid insurance 46,476 92,190
Other assets 44,519 49,194
Unamortized organization costs 113,526 130,106
----------- -----------
TOTAL ASSETS $45,056,727 $43,824,735
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Advisory fee payable (Note 3) $ 242,640 $ 284,111
Administration fee payable 12,694 18,750
Professional fee payable 40,995 120,088
Distributions payable -- 342,948
Custody and accounting fee 6,967 10,500
Directors fee payable 4,919 4,019
Organization costs payable 42,627 42,627
Offering costs payable 25,490 50,490
Transfer agent fee payable 3,476 1,500
Accrued printing 30,087 18,000
Other liabilities 1,918 20,087
----------- -----------
TOTAL LIABILITIES $ 411,813 $ 913,120
=========== ===========
STOCKHOLDERS' EQUITY:
Common Stock, $0.01 par value;
25,000,000 shares authorized and
3,810,535 outstanding $ 38,105 $ 38,105
Additional paid in capital 37,611,421 37,611,421
Retained earnings 6,995,388 5,262,089
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 44,644,914 42,911,615
=========== ===========
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $45,056,727 $43,824,735
=========== ===========
</TABLE>
2
See accompanying notes to the financial statements.
<PAGE> 3
BRANTLEY CAPITAL CORPORATION
STATEMENTS OF OPERATIONS
FOR THREE MONTHS ENDED JUNE 30 (UNAUDITED)
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
INVESTMENT INCOME:
Interest and dividend income $ 432,573 $ 406,273
----------- -----------
OPERATING EXPENSES:
Advisory fees 317,223 270,182
Administration fees 17,968 19,946
Custody and accounting fees 11,899 9,972
Professional fees 22,883 31,264
Directors' fees 8,691 9,349
Amortization of organization costs 8,336 8,335
Other 26,465 49,761
----------- -----------
TOTAL EXPENSES 413,465 398,809
----------- -----------
NET INVESTMENT INCOME 19,108 7,464
----------- -----------
REALIZED AND UNREALIZED GAINS
(LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain (loss) on investment
transactions 9,201 (100,209)
Net unrealized appreciation
(depreciation) during the period on
investment transactions (161,381) 1,912,746
----------- -----------
NET GAIN (LOSS) ON INVESTMENT
TRANSACTIONS (152,180) 1,812,537
----------- -----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ (133,072) $ 1,820,001
=========== ===========
INCOME (LOSS) PER SHARE $ (0.03) $ 0.48
=========== ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 3,810,535 3,810,535
=========== ===========
</TABLE>
See accompanying notes to the financial statements.
3
<PAGE> 4
BRANTLEY CAPITAL CORPORATION
STATEMENTS OF OPERATIONS
FOR SIX MONTHS ENDED JUNE 30 (UNAUDITED)
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
INVESTMENT INCOME:
Interest and dividend income $ 857,765 $ 857,861
----------- -----------
OPERATING EXPENSES:
Advisory fees 591,862 534,042
Administration fees 37,694 39,672
Custody and accounting fees 21,762 19,835
Professional fees 48,923 57,155
Directors' fees 17,938 18,596
Amortization of organization costs 16,580 16,613
Other 75,660 101,728
----------- -----------
TOTAL EXPENSES 810,419 787,641
----------- -----------
NET INVESTMENT INCOME 47,346 70,220
----------- -----------
REALIZED AND UNREALIZED GAINS
(LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain (loss) on
investment transactions 74,679 (100,209)
Net unrealized appreciation
during the period on
investment transactions 1,649,379 1,912,746
----------- -----------
NET GAIN ON INVESTMENT
TRANSACTIONS 1,724,058 1,812,537
----------- -----------
NET INCREASE IN NET
ASSETS RESULTING FROM OPERATIONS $ 1,771,404 $ 1,882,757
=========== ===========
INCOME PER SHARE $ 0.47 $ 0.49
=========== ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 3,810,535 3,798,172
=========== ===========
</TABLE>
See accompanying notes to the financial statements.
4
<PAGE> 5
BRANTLEY CAPITAL CORPORATION
STATEMENTS OF CASH FLOWS
FOR SIX MONTHS ENDED JUNE 30 (UNAUDITED)
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES: 1998 1997
--------------- ---------------
<S> <C> <C>
NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS: $ 1,771,404 1,882,757
Adjustments to reconcile net change in net assets resulting from operations
to net cash provided by (used for) operations:
Purchases of investment securities $(2,972,377,150) $ (9,568,770)
Sales/maturities of investment securities 2,973,258,790 446,506
Amortization (16,473) 78,358
Net realized gain (loss) from investments (74,679) 100,209
Change in unrealized appreciation (1,649,379) (1,912,746)
Changes in assets and liabilities:
Prepaid expenses 45,714 4,065
Unamortized organization costs 16,569 (33,805)
Advisory fee payable (41,471) 184,485
Administration fee payable (6,056) --
Professional fee payable (79,093) --
Printing fee payable 12,087 --
Custody and accounting (3,533) --
Directors fee payable 900 --
Transfer Agent fee payable 1,976 --
Distributions payable (342,948) --
Organization costs payable -- (32,864)
Offering costs payable (25,000) (26,375)
Payable to related party -- (88,436)
Dividend and interest receivable (135,424) (36,541)
Other assets 4,292 (4,543)
Other liabilities (18,169) 28,946
--------------- ---------------
NET CASH PROVIDED BY (USED FOR)
OPERATING ACTIVITIES (1,429,047) (10,861,511)
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shares issued subsequent to initial public offering -- 1,500,000
Distribution from net investment income (37,446) (38,105)
--------------- ---------------
NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES (37,446) 1,461,895
--------------- ---------------
NET CHANGE IN CASH AND CASH EQUIVALENTS FOR THE PERIOD 304,911 (7,516,859)
--------------- ---------------
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 24,691,345 36,329,220
--------------- ---------------
CASH AND CASH EQUIVALENTS, END OF THE PERIOD $ 24,996,256 $ 28,812,361
=============== ===============
</TABLE>
The Company paid no interest or federal income tax during the period.
See accompanying notes to the financial statements
5
<PAGE> 6
BRANTLEY CAPITAL CORPORATION
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR SIX MONTHS ENDED JUNE 30 (UNAUDITED)
<TABLE>
<CAPTION>
ADDITIONAL RETAINED TOTAL
COMMON PAID IN EARNINGS STOCKHOLDERS
STOCK CAPITAL (DEFICIT) EQUITY
<S> <C> <C> <C> <C>
Balance At January 1, 1998 $ 38,105 $ 37,611,421 $ 5,262,089 $ 42,911,615
Net increase in net assets from
operations -- -- 1,771,404 1,771,404
Distributions from net investment
income -- -- (38,105) (38,105)
----------- ------------ ------------ ------------
Balance at June 30, 1998 $ 38,105 $ 37,611,421 $ 6,995,388 $ 44,644,914
============ ============ ============ ============
</TABLE>
See accompanying notes to the financial statements
6
<PAGE> 7
BRANTLEY CAPITAL CORPORATION
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
1. SIGNIFICANT ACCOUNTING POLICIES
The interim financial statements have been prepared by Brantley Capital
Corporation ("the Company") pursuant to the rules and regulations of the
Securities and Exchange Commission applicable to quarterly reports on Form
10-Q. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations, although management believes that the disclosures are
adequate to make the information presented not misleading. These financial
statements should be read in conjunction with the audited financial
statements and related notes and schedules included in the Company's 1997
Annual Report filed on Form 10-K dated March 31, 1998.
The unaudited financial statements reflect, in the opinion of
management, all adjustments, all of which are of a normal recurring nature,
necessary to present fairly the financial position of the Company as of
June 30, 1998, the results of its operations for the six month period ended
June 30, 1998, the results of its operations for the three month period
ended June 30, 1998, and its cash flows for the six month period ended June
30, 1998. Interim results are not necessarily indicative of results to be
expected for a full fiscal year.
2. INVESTMENTS, CASH AND CASH EQUIVALENTS
As of June 30, 1998 and December 31, 1997, the identified costs of
investments were $12,739,468 and 13,530,220, respectively.
Cash equivalents consist of highly liquid investments with
insignificant interest rate risk and original maturities of three months or
less at acquisition date. Cash and cash equivalents consisted of the
following:
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
(Unaudited) (Audited)
---------------------- ------------------
<S> <C> <C>
Cash $ 41,202 $ 1,568
United States Treasury Bill
4.25% 7/2/98 24,955,054
1.00% 1/22/98 24,689,777
---------------------- ------------------
$ 24,996,256 $ 24,691,345
====================== ==================
</TABLE>
7
<PAGE> 8
BRANTLEY CAPITAL CORPORATION
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
3. INVESTMENT ADVISORY AGREEMENT
The Company has entered into an investment advisory agreement (the
"Advisory Agreement") with Brantley Capital Management, L.L.C. (the
"Adviser") under which the Adviser is entitled to an annual management
fee of 2.85% of the Company's net assets, determined at the end of each
calendar quarter, and payable quarterly in arrears throughout the term of
the Advisory Agreement. For the six months ended June 30, 1998 the
Adviser earned $591,862 under the Advisory Agreement. Certain officers of
the Company are also officers of the Adviser. No officer of the Adviser
receives any compensation from the Company for serving as officer of the
Company.
4. FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
FOR THE PERIODS ENDED 1998 1997
--------- ---------
<S> <C> <C>
Net Asset Value, Beginning of the Period $ 11.26 $ 9.87
Income from investment operations
Net increase in Net Assets resulting from
operations 0.47 0.49
Distributions from Net Investment Income (0.01) (0.01)
--------- ---------
Total from investment operations: 0.46 0.48
--------- ---------
Issuance of Shares Subsequent to Initial
Public Offering at $10 per Share -- 0.01
--------- ---------
Net Asset Value, End of the Period $ 11.72 $ 10.36
========= =========
Market Value, End of the Period $ 9.50 $ 9.50
========= =========
Total Return, At Market Value (1.27)% (4.90)%
Total Return, At NAV 4.17% 5.07%
</TABLE>
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Brantley Capital Corporation ( the "Company") is a closed end,
non-diversified investment company that has elected to be treated as a "business
development company" under the Investment Company Act of 1940, as amended (the
"Act"). The Company invests primarily in the equity and equity-linked debt
securities of private companies. The Company's principal investment objective is
the realization of long-term appreciation in the value of its investments.
The Quarterly Report on Form 10-Q contains certain statements of a
forward-looking nature relating to future events or the future financial
performance of the Company and its investment portfolio companies. Such
statements are only predictions and the actual events or results may differ
materially from the results discussed in the forward-looking statements. Factors
that could cause or contribute to such differences include, but are not limited
to, those relating to investment capital demand, pricing, market acceptance, the
effect of economic conditions, litigation and the effect of regulatory
proceedings, competitive forces, the results of financing and investing efforts,
the ability to complete transactions and other risks identified below or in the
Company's filings with the Securities and Exchange Commission. The following
analysis of the financial condition and results of operation of the Company
should be read in conjunction with the Financial Statements, the Notes thereto
and the other financial information included elsewhere in this report.
RESULTS OF OPERATIONS
The Company began operations upon the completion of an initial public
offering on December 3, 1996. Its principal investment objective is the
realization of long-term capital appreciation from investing primarily in the
equity and equity-linked debt securities of private companies. In addition, the
Company can invest a portion of its assets in post-venture small-cap public
companies.
Pending the completion of equity and equity-linked debt securities that
meet the Company's investment objectives, available funds are invested in
short-term securities. In addition, as more fully described below, the Company
has entered into several investments in equity and equity-linked debt securities
of private companies which earn regular dividends and interest. Dividend and
interest income on short-term investments was $432,573 and $857,765,
respectively, for the quarter and six months ended June 30, 1998 compared to
$406,273 and $857,861, respectively, for the quarter and six months ended June
30, 1997. The significant components of total operating expenses for the quarter
and six months ended June 30, 1998 were fees of $317,223 and $591,862,
respectively, to Brantley Capital Management, L.L.C., the Company's Investment
Adviser (the "Adviser"), and other professional fees.
The Company's equity and equity-linked debt security investments
resulted in net realized and unrealized gains(losses) on investment transactions
9
<PAGE> 10
for the quarter and six months ended June 30, 1998 of ($152,180) and $1,724,058,
respectively, and $1,812,537 for both the quarter and six months ended June 30,
1997. Beginning in the second quarter of 1997, the Company invested in a number
of small capitalization public stocks which are subject to general stock market
conditions. The 1998 unrealized gains (losses) were significantly influenced by
general market conditions and the operating performance of the small
capitalization public stocks as well as the performance of the Waterlink, Inc.
common stock as more fully described below.
Like other business development companies, mutual funds, financial and
business organizations and individuals around the world, the Company could be
adversely affected if the computer systems used by the Company's Adviser, third
party administrator, custodian and transfer agent do not properly process and
calculate date-related information from and after January 1, 2000. Accounting
and custodial services are provided to the Company by State Street Bank & Trust
Company. Transfer agency services are provided by Boston Equiserv. The Company
has made inquiries to the Adviser, State Street Bank & Trust Company, and Boston
Equiserv regarding whether they expect to have their respective computer systems
adjusted for the year 2000 transition. While there can be no assurances that the
steps being taken by these service providers will be sufficient to avoid any
adverse impact on the Company, all of these service providers have reported that
they expect their systems to be in compliance with year 2000 requirements prior
to that time.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company completed an initial public offering of common stock of
$36.5 million on December 3, 1996 and a related over-allotment option of $1.5
million on January 15, 1997. The Company believes that the net proceeds of this
offering will be adequate to fund the growth of the Company's investment
portfolio through 1998.
At June 30, 1998, the Company had $24,996,256 in cash and cash
equivalents. The Company invested the proceeds of the initial public offering on
a short-term basis pending completion of investments in equity and equity-linked
debt securities of private companies and post-venture small-cap public
companies. At June 30, 1998, the cash was primarily invested in a United States
Treasury security.
At June 30, 1998, the cost of equity and equity-linked debt security
investments was $12,739,468 and their aggregate market value was $19,649,804.
Original equity and equity-linked debt security investments that individually
represent more than 3% of the total assets of the Company at June 30, 1998 were
comprised of the following transactions:
On April 21, 1997, in connection with the Company's commitment to
provide $2.1 million of a $10 million senior subordinated note facility for
Waterlink, Inc. ("Waterlink"),
10
<PAGE> 11
the Company received warrants to purchase 26, 250 shares of Waterlink common
stock at an exercise price of $4.50 per share (the "Waterlink Warrants").
Waterlink is a consolidation strategy company in the industrial water and
wastewater treatment market. On June 27, 1997, Waterlink completed its initial
public offering of common stock pursuant to which Waterlink sold 4,500,000
shares at an $11.00 per share price. Following the Waterlink initial public
offering, Waterlink terminated its senior subordinated note facility. At its
termination, the facility had not been drawn down and no notes were issued to
the Company. The Company still holds the Waterlink Warrants. At June 30, 1998,
the market price of Waterlink common stock (NYSE:WLK) closed at $8.625 compared
with a $16.5 closing price at March 31, 1998.
On September 30, 1997, the Company entered into a $1.5 convertible
junior subordinated promissory note facility for Health Care Solutions, Inc.
("Health Care Solutions"). Health Care Solutions is an acquisition strategy
company in the home healthcare services market and is currently at a $50 million
annual sales rate level with a strong presence in the Midwest and Great Lakes
States region. The terms of the notes call for an 18% interest rate per annum
during the first year and 12% per annum thereafter, with final maturity two
years from the closing. After the first year, the notes are convertible into
common stock at a price of $3.50 per share. In connection with its commitment to
provide this facility, the Company received warrants to purchase up to $450,000
of common stock valued at an exercise price of 10% of an initial public offering
("IPO") price completed during the term of the notes, or at $3.50 per share
should the warrants be exercised other than in connection with an IPO. The
warrant may not be exercised until the earlier of September 30, 1998 or the
occurrence of certain events. The warrants are currently not exercisable. The
proceeds of the notes will be used by Health Care Solutions to help finance
current and future acquisitions.
On December 16, 1997, pursuant to an exemptive order from the
Securities and Exchange Commission as previously disclosed, the Company funded a
$1.35 million commitment to invest with Brantley Venture Partners III, L.P. (an
affiliate) in a $3.85 million preferred stock issue for Fitness Quest, Inc.
("Fitness Quest"). As a result the Company purchased 788,961 shares of Fitness
Quest Series A Convertible Preferred Stock at $1.71 per share. Fitness Quest is
a direct marketing and distribution company launching an acquisition strategy. A
portion of the proceeds were used by Fitness Quest for a management buy-out of
the company from its previous owner, The Time Warner Music Group, a 100% wholly
owned subsidiary of Time Warner, Inc., and the remainder will be used for
potential acquisitions. Fitness Quest has been in the fitness promotional
products business since 1994 and, at the time of the purchase, had revenues at a
$120 million annual sales rate level. The terms of the Preferred Stock provide
for payment of a 10% dividend, payable quarterly.
During 1997, Fitness Quest grew to $120 million in sales and improved
its operating margins and profits. In addition, it is planning for 1998 sales
growth rates of approximately 40% with continued improvement in operating
margins and profits. The Company's Board of Directors, after a complete
evaluation, made a determination to increase the Company's market value in its
Fitness Quest investment in 1997 to $5,440,000 resulting in a 1997 unrealized
gain of $4,090,000. This evaluation was based
11
<PAGE> 12
on P/E ratios, cash flow multiples and other appropriate financial measurements
of similar private companies.
On December 23, 1997, pursuant to an exemptive order from the
Securities and Exchange Commission as previously disclosed, the Company funded a
$2.1 million commitment to investment with Brantley Venture Partners III, L.P.
(an affiliate) in a $6.0 million preferred stock issue for Corporate Wings, Inc.
("Corporate Wings"). The Company's investment consists of approximately 644,000
shares of Corporate Wings Series A Convertible Preferred Stock at $3.26 per
share. The terms of the transaction provide for an 8% dividend, payable
quarterly. Corporate Wings' businesses include fixed base operations, related
flight management services and inertial navigation systems repair services for
private and commercial aircraft from six locations. Corporate Wings has been in
business since 1978 and had approximately $40 million in sales in 1997. Recently
Corporate Wings completed the acquisition of a $60 million fixed based operator
in the northeastern United States putting the Company over the $100 million
revenue level.
On August 13, 1998, the Company entered into an investment led by Banc
One Capital to provide $1.0 million of a $3.0 million Subordinated Debt Facility
with Warrants to Disposable Products Company, LLC. ("DPC"). DPC is an
acquisition strategy company in the business of manufacturing and converting of
paper and nonwoven materials into wiping products for sale to commercial,
institutional, industrial and government markets. In addition, DPC is a
converter and reseller of other safety and industrial/janitorial products. Upon
completion of a pending acquisition, DPC will have revenues of approximately
$25.0 million. The terms of the debt facility calls for an 11% interest rate per
annum with a final maturity five years from the closing. The Company will also
receive a detachable common stock purchase warrant exercisable into 5% of the
fully-diluted common stock of DPC at the time of exercise at a nominal exercise
price. The proceeds of the facility will be used to finance current and future
acquisitions.
At June 30, 1998, the Company had stockholders' equity of $44,644,914,
resulting in a net asset value per share of $11.72.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 1998 Annual Meeting of Shareholders of Brantley Capital
Corporation was convened on Tuesday, May 26, 1998 at 2:00 PM. At the meeting
Ernst & Young LLP was selected to continue as the Company's independent public
accountants and five directors were elected, namely Robert P. Pinkas, L. Patrick
Bales, Benjamin F. Bryant, Peter Saltz, and Paul H. Cascio. Each of Michael J.
Finn's and Richard Moodie's term as a director continued after the meeting. The
following table sets forth the name and expiration date for each member of the
Board of Directors after such election.
12
<PAGE> 13
<TABLE>
<CAPTION>
TERM
NAME EXPIRES
<S> <C>
Michael J. Finn 1999
Richard Moodie 2000
Paul H. Cascio 2001
Peter Saltz 2001
Benjamin F. Bryan 2002
Robert P. Pinkas 2003
L. Patrick Bales 2003
</TABLE>
Subsequent to the above election, the annual meeting was adjourned and then
reconvened on July 15, 1998 for the sole purpose of voting on the final item of
business, a proposal to amend and restate the charter. The proposal was
approved and the annual meeting was then adjourned. The following table sets for
the final tabulation of votes for all issues presented before the shareholders.
<TABLE>
<CAPTION>
AUTHORITY BROKER
PROPOSAL FOR AGAINST WITHHELD ABTAIN NON-VOTES
<S> <C> <C> <C> <C> <C>
DIRECTORS:
Robert P. Pinkas 3,697,697 - 10,213 - -
L. Patrick Bales 3,697,497 - 10,413 - -
Benjamin F. Bryant 3,697,697 - - - -
Peter Saltz 3,697,697 - - - -
Paul H. Cascio 3,697,697 - - - -
CHARTER AMENDMENT 1,909,800 58,024 - 172,724 1,598,534
INDEPENDENT PUBLIC ACCOUNTANTS 3,682,062 9,882 - 15,966 -
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
Reference is made to the Exhibit Index that is found on page
15 of this Form 10-Q.
b. Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter for
which this Form 10-Q is filed
13
<PAGE> 14
SIGNATURES
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.
BRANTLEY CAPITAL CORPORATION
Date: August 14, 1998 By: /s/ Robert P. Pinkas
Robert P. Pinkas
Chief Executive Officer
Date: August 14, 1998 By: /s/ Tab A. Keplinger
Tab A. Keplinger
Chief Financial Officer
14
<PAGE> 15
EXHIBIT INDEX
The following exhibits are filed with this report or are incorporated
herein by reference to a prior filing, in accordance with Rule 12b-32 under the
Securities Exchange Act of 1934. (Asterisk denotes exhibits filed with this
report.)
EXHIBIT 3 Articles of Incorporation and By-laws
(1) Articles of Incorporation and Articles of Amendment and Restatement
of the Charter of Company (Exhibit 2.a.1 to the Company's
Registration Statement on Form N-2 (Reg. No. 333-10785) filed on
August 23, 1996 (the "Registration Statement") and Exhibit 2.a.2 to
Amendment No. 2 to the Registration Statement filed on November 22,
1996, which exhibits are incorporated herein by reference)
(2) Bylaws of the Company (Exhibit 2.b.2 to Amendment No. 2 to the
Registration Statement filed on November 22, 1996, which exhibit is
incorporated herein by reference)
EXHIBIT 4 Form of Share Certificate (Exhibit 2.d to amendment No. 1 to the
Registration Statement filed on October 30, 1996, which exhibit is
incorporated herein by reference)
EXHIBIT 10 Material Contracts
(1) Dividend Reinvestment and Cash Purchase Plan (Exhibit 2.e to
Amendment No. 3 to the Registration Statement filed on November 26,
1996, which exhibits are incorporated herein by reference)
(2) Form of Investment Advisory Agreement between the Registrant and the
Investment Advisor (Exhibit 2.g to Amendment No. 3 to the
Registration Statement filed on November 26, 1996, which exhibits are
incorporated herein by reference)
(3) Stock Option Plan and form of Option Grants (Exhibit 2.i.1 to
Amendment No. 2 to the Registration Statement filed on November 22,
1996, which exhibits are incorporated herein by reference)
(4) Disinterested Director Option Plan and Form of Option Grants (Exhibit
2.i.2 to Amendment No. 2 to the Registration Statement filed on
November 22, 1996, which exhibits are incorporated herein by
reference)
(5) Form of Custodian Contract (Exhibit 2.j to Amendment No. 2 to the
Registration Statement filed on November 22, 1996, which exhibits are
incorporated herein by reference)
(6) Form of Registrar, Transfer Agency and Service Agreement (Exhibit
2.k.1 to Amendment No. 2 to the Registration Statement filed on
November 22, 1996, which exhibits are incorporated herein by
reference)
(7) Form of Administration Agreement (Exhibit 2.k.2 to Amendment No. 2 to
the Registration Statement filed on November 22, 1996, which exhibits
are incorporated herein by reference)
(8) Form of Indemnification Agreement for Directors and Officers (Exhibit
2.s to Amendment No. 2 to the Registration Statement filed on
November 22, 1996, which exhibits are incorporated herein by
reference)
15
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