<PAGE> 1
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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</TABLE>
BRANTLEY CAPITAL CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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2
<PAGE> 2
BRANTLEY CAPITAL CORPORATION
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the 1999 Annual Meeting of Stockholders of
Brantley Capital Corporation, a Maryland corporation (the "Company"), will be
held on Tuesday, May 18, 1999 at 10:00 a.m. Eastern Daylight Time, at The
Residence Inn by Marriott, 3628 Park East Drive, Beachwood, Ohio, for the
following purposes:
1. To elect three directors, as set forth in the accompanying Proxy
Statement;
2. To ratify the selection of Ernst & Young LLP as the Company's
independent public accountant; and
3. To consider and take action upon such other matters as may properly come
before the meeting or any adjournment thereof.
The holders of record of shares of common stock of the Company at the close
of business on April 9, 1999, will be entitled to receive notice of and vote at
the Annual Meeting.
IT IS IMPORTANT TO YOUR INTERESTS THAT ALL STOCKHOLDERS PARTICIPATE IN THE
AFFAIRS OF THE COMPANY, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. ACCORDINGLY,
WE URGE YOU PROMPTLY TO FILL OUT, SIGN AND RETURN THE ENCLOSED PROXY EVEN IF YOU
PLAN TO ATTEND THE MEETING. YOU HAVE THE OPTION TO REVOKE IT AT ANY TIME PRIOR
TO THE MEETING, OR TO VOTE YOUR SHARES PERSONALLY ON REQUEST IF YOU ATTEND THE
MEETING.
By order of the Board of Directors,
PAUL H. CASCIO
Vice President and Secretary
April 15, 1999
<PAGE> 3
BRANTLEY CAPITAL CORPORATION
April 15, 1999
PROXY STATEMENT
GENERAL INFORMATION
The proxy that accompanies this statement is solicited by the Board of
Directors of Brantley Capital Corporation, a Maryland corporation (the
"Company"), for use at the 1999 Annual Meeting of the Stockholders of the
Company to be held on May 18, 1999, or at any adjournment thereof. This proxy
statement was first mailed on April 15, 1999 to stockholders of record on April
9, 1999.
Any stockholder giving a proxy for the meeting may revoke it before it is
exercised by giving a later dated proxy or by giving notice of revocation to the
Company in writing or in the open meeting. However, the mere presence at the
meeting of the stockholder granting a proxy does not revoke the proxy. Unless
revoked as stated above, the shares of common stock, par value $.01 per share
(the "Common Stock"), represented by valid proxies will be voted on all matters
to be acted upon at the meeting. On any matter or matters with respect to which
the proxy contains instructions for voting, such shares will be voted in
accordance with such instructions. Abstentions and broker non-votes will be
deemed to be present for the purpose of determining a quorum for the meeting,
but will be deemed not voting on the issues or matters as to which abstention is
applicable. Brokers who have not received voting instructions from beneficial
owners generally may vote in their discretion with respect to the election of
directors and the ratification of the selection of the Company's independent
public accountant.
The cost of solicitation of proxies in the form accompanying this statement
will be borne by the Company. Proxies will be solicited by mail or by telephone
or personal interview with an officer or regular employee of the Company or by
requesting brokers and other custodians, nominees and fiduciaries to forward
proxy soliciting material to the beneficial owners of shares held of record by
such brokers, custodians, nominees or fiduciaries, each of whom will be
reimbursed by the Company for their expenses in so doing.
The record date for determination of stockholders entitled to vote at the
1999 Annual Meeting is April 9, 1999. As of April 9, 1999, the outstanding
voting securities of the Company consisted of 3,810,535 shares of Common Stock.
Each share of Common Stock (exclusive of treasury shares) has one vote. The
Company held no Common Stock in its treasury on the record date. The presence,
in person or by proxy, of the holders of a majority of the Common Stock of the
Company outstanding and entitled to be cast shall constitute a quorum for the
purposes of the 1999 Annual Meeting.
ELECTION OF DIRECTORS
The affirmative vote of a plurality of the shares of Common Stock
represented at the 1999 Annual Meeting is required to elect Michael J. Finn,
James M. Smith and James P. Oliver as directors of the Company for the terms for
which they have been nominated. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE FOR THE ELECTION OF MICHAEL J. FINN, JAMES M. SMITH AND JAMES P.
OLIVER AS DIRECTORS OF THE COMPANY FOR THE TERMS FOR WHICH THEY HAVE BEEN
NOMINATED.
The following information was furnished to the Company by the nominees and
each director or executive officer currently serving, and sets forth the name,
age, principal occupation or employment of each such person and the period
during which he has served as a director or executive officer of the Company.
Except as otherwise noted below, each director (including the nominees) or
executive officer has held his principal occupation or employment for at least
five years.
NOMINEE FOR A TERM EXPIRING IN 2002
JAMES P. OLIVER, 54, a director of the Company, is a partner with the law
firm of Squire, Sanders & Dempsey L.L.P. and is a past member of the firm's
Management Committee. Mr. Oliver's practice focuses on
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<PAGE> 4
general corporate and board matters with substantial experience in high net
worth individuals and their succession wealth issues. Mr. Oliver is a graduate
of Bowling Green State University and the University of Cincinnati College of
Law. Mr. Oliver has been a director of the Company since he was appointed by the
Board of Directors in 1998 to fill a vacancy on the Board. The law firm of
Squire, Sanders & Dempsey L.L.P. has represented the Company as general counsel
since shortly after its formation in 1996. Mr. Oliver is an "interested person"
with respect to the Company, as defined in Section 2(a)(19) of the Investment
Company Act of 1940, as amended (the "Investment Company Act").
NOMINEES FOR A TERM EXPIRING IN 2004
MICHAEL J. FINN, 49, is President and a director of the Company and is
President and a manager of the Investment Advisor. Mr. Finn also serves as a
general partner of the general partner of Brantley Venture Partners II, L.P.
("BVP II"), Brantley Venture Partners III, L.P. ("BVP III") and Brantley
Partners IV, L.P. ("BVP IV"). From 1987 to 1995, Mr. Finn served as portfolio
manager and vice president of the Venture Capital Group of Sears Investment
Management Company ("SIMCO") in Chicago. In this capacity, Mr. Finn managed the
development of a $150 million portfolio of private equity investments, including
the investment of over $24 million directly in 25 operating companies. From 1983
to 1987, he led the development of a $250 million venture capital program for
the State of Michigan Department of Treasury as its deputy director. In 1982,
Mr. Finn founded and served as president of the Michigan Certified Development
Corporation, a small business development corporation which financed over $50
million of investments in six companies in Michigan during the period 1982 to
1984. In 1976, he launched the Forward Development Corporation, an entity
sponsored by the U.S. Small Business Administration for small business
financing. He serves on the board of directors of several portfolio companies in
which one or more of BVP I, BVP II, BVP III and BVP IV have invested, including
Medirisk, Inc. and Pediatric Services of America, Inc. Mr. Finn is an
"interested person" with respect to the Company, as defined in Section 2(a)(19)
of the Investment Company Act. Mr. Finn has been a director of the Company since
its formation in 1996.
JAMES M. SMITH, 50, a director of the Company, is employed by Pilgrim
Baxter & Associates where he co-manages the PGHG Strategic Small Company Fund.
In addition, Mr. Smith leads the investment team responsible for management of
Pilgrim Baxter's Hybrid Partners I and II and holds additional small cap growth
portfolio management responsibilities. Mr. Smith possesses over twenty years of
investment experience in equity portfolio management and research. Mr. Smith is
a Chartered Financial Analyst and a graduate of Washington & Lee University. He
earned his MBA from Northwestern University. Mr. Smith was appointed in 1998 by
the Board of Directors to fill a vacancy on the Board.
DIRECTORS WHOSE TERMS EXPIRE IN 2003
ROBERT P. PINKAS, 45, is Chairman of the Board, Chief Executive Officer,
Treasurer and a director of the Company; and Chairman of the Board, Chief
Executive Officer, Chief Financial Officer, Treasurer and a manager of Brantley
Capital Management, L.L.C., which serves as the investment advisor to the
Company (the "Investment Advisor"). Mr. Pinkas was the founding partner of
Brantley Venture Partners, L.P., a venture capital fund started in 1987 ("BVP
I"), and led the formation of three related venture capital funds, BVP II, BVP
III and BVP IV. A family limited partnership of which Mr. Pinkas is the sole
general partner serves as a general partner of the sole general partner of each
of BVP I, BVP II, BVP III and BVP IV. Each of BVP I, BVP II, BVP III and BVP IV
has made venture capital investments similar to the investments the Company
makes in private companies. From 1981 to 1987, Mr. Pinkas was active in venture
capital management and financing as a founding director and investor in seven
early-stage companies. He serves on the board of directors of several portfolio
companies in which one or more of BVP I, BVP II, BVP III and BVP IV have
invested, including Gliatech, Inc., Pediatric Services of America, Inc.,
Medirisk, Inc., Quad Systems Corporation and Waterlink, Inc. Mr. Pinkas is an
"interested person" with respect to the Company, as defined in Section 2(a)(19)
of the Investment Company Act of 1940. Mr. Pinkas has been a director of the
Company since its formation in 1996.
L. PATRICK BALES, 56, a director of the Company, is a partner with the firm
of Donahue/Bales Associates, an executive search consulting firm that services
smaller growth companies as well as major corporations in both the private and
public sector. The firm conducts executive search assignments both domestically
and internationally
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<PAGE> 5
and has affiliate offices in London and Tokyo. Previously, Mr. Bales was
employed with Paul R. Ray & Company from 1981 to 1983 in their Chicago office
and was on the professional staff of two other search firms in the Chicago area
from 1975 to 1981. He spent five years with Weber Marking Systems prior to
embarking upon his career in executive search. Mr. Bales has been a director of
the Company since its formation in 1996.
DIRECTOR WHOSE TERM EXPIRES IN 2002
BENJAMIN F. BRYAN, 45, a director of the Company, is President of Owl
Properties Company, a newly formed real estate management company. He is also a
partner in Synergy Capital LLC, a real estate investment and development entity.
From 1992 to 1997, Mr. Bryan served as Executive Vice President and a director
of The Tower Properties Company, a publicly owned, Kansas City, Missouri-based
developer, owner and manager of real estate. From 1980 to 1991, Mr. Bryan held a
series of public policy and public administration positions, including Executive
Assistant to the Mayor of Cleveland, Public Affairs Manager with the Denver
Chamber of Commerce and Executive Director of the Metro Denver Transportation
Development Commission. Mr. Bryan has been a director of the Company since its
formation in 1996.
DIRECTORS WHOSE TERMS EXPIRE IN 2001
PAUL H. CASCIO, 37, a director of the Company, serves as Vice President and
Secretary of the Company and as Vice President and Secretary of the Investment
Advisor. Mr. Cascio also serves as a general partner of the general partner of
BVP II, BVP III and BVP IV. Prior to joining BVP II and BVP III in May, 1996,
Mr. Cascio was a Managing Director and head of the General Industrial
Manufacturing and Services Group in the Corporate Finance Department at Dean
Witter Reynolds Inc. Before joining Dean Witter in 1986, Mr. Cascio was employed
in the Corporate Finance Department at E.F. Hutton & Company Inc. Mr. Cascio is
an "interested person" with respect to the Company, as defined in Section
2(a)(19) of the Investment Company Act. Mr. Cascio has been a director of the
Company since 1998.
PETER SALTZ, 55, a director of the Company, is a consultant to KraftMaid
Cabinetry, Inc., the second largest cabinet manufacturer in the United States.
Mr. Saltz served as Vice Chairman of Finance from 1997 to 1999 and Senior
Executive Vice President and Chief Financial Officer of KraftMaid from 1980 to
1997 and has over 29 years of experience as a certified public accountant in the
United States and South Africa. Mr. Saltz holds a limited partnership interest
in BVP III and BVP IV. Mr. Saltz has been a director of the Company since 1998.
DIRECTOR WHOSE TERM EXPIRES IN 2000
RICHARD MOODIE, 49, a director of the Company, is a founder, President and
Chief Executive Officer of KraftMaid Cabinetry, Inc. He has over 28 years of
experience in growing and managing a manufacturing and marketing business. In
1990, Mr. Moodie sold his majority interest in KraftMaid to Masco Corporation of
Taylor, Michigan, a $5 billion home furnishing and building materials company.
Mr. Moodie holds a limited partnership interest in BVP III and BVP IV. Mr.
Moodie has been a director of the Company since its formation in 1996.
NON-DIRECTOR EXECUTIVE OFFICER
TAB A. KEPLINGER, 38, serves as Vice President and Chief Financial Officer
of the Company. Prior to joining the Company in February, 1997, Mr. Keplinger
was Vice President and Chief Financial Officer of Victoria Financial
Corporation. Before joining Victoria Financial Corporation in 1990, Mr.
Keplinger was a senior audit manager in the manufacturing and service sectors
for KPMG Peat Marwick.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the officers
and directors of the Company and persons who beneficially own more than 10% of
the Common Stock to file reports of securities ownership and changes in such
ownership with the Securities and Exchange Commission (the "Commission").
Officers, directors and 10% stockholders are also required by the rules
promulgated by the Commission to furnish to the Company copies of all Section
16(a) reports they file.
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<PAGE> 6
Based solely upon a review of the copies of such forms furnished to the
Company, the Company believes that each of its officers and directors complied
with all Section 16(a) filing requirements applicable to them during the fiscal
year ended December 31, 1998.
STOCK OWNERSHIP OF OFFICERS, DIRECTORS AND BENEFICIAL OWNERS
The following table sets forth as of March 31, 1999, the number of shares
of Common Stock of the Company beneficially owned by each director, nominee for
director, executive officer and all directors and executive officers as a group,
according to information furnished to the Company by such persons:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME OWNERSHIP(1) OF CLASS
---- ------------ ----------
<S> <C> <C>
L. Patrick Bales............................. 0 *
Benjamin F. Bryan............................ 3,765 *
Paul H. Cascio............................... 26,778(2) *
Michael J. Finn.............................. 55,184(3) 1.33%
Tab A. Keplinger............................. 1,250 *
Richard Moodie............................... 10,000 *
James P. Oliver.............................. 0 *
Robert P. Pinkas............................. 195,681(4) 4.73%
Peter Saltz.................................. 10,000 *
James M. Smith............................... 0 *
All Directors and Executive Officers as a
Group...................................... 302,658 7.32%*
</TABLE>
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* Shares owned are less than one percent of class.
(1) Each of the persons named in the above table has sole voting and investment
power with respect to the shares indicated as beneficially owned.
(2) Includes 16,667 shares subject to stock option grants.
(3) Includes 50,000 shares subject to stock option grants.
(4) Includes 150,000 shares subject to stock option grants.
The following table sets forth information about one person known by the
Company to be a beneficial owner of more than 5% of the Company's outstanding
shares of Common Stock:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
OF BENEFICIAL OWNER OWNERSHIP(1) CLASS
- ------------------- ----------------- ----------
<S> <C> <C>
Maxus Investment Group 515,500 12.5%
1301 East Ninth Street, Suite 3600
Cleveland, Ohio 44114-1800
</TABLE>
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(1) Information regarding share ownership was obtained from Schedule 13D filed
by Maxus Investment Group on January 26, 1999. All of the reporting persons
and entities known as Maxus Investment Group reported sole voting and
investment power as to 60,000 shares of Common Stock and shared voting and
investment power as to 455,500 shares of Common Stock.
ORGANIZATION AND COMPENSATION OF THE BOARD OF DIRECTORS
The Company's Board of Directors held four regularly scheduled meetings
during the last fiscal year. The standing committees of the Board of Directors
include the Audit Committee, the Compensation Committee and the Nominating
Committee.
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The function of the Audit Committee is to make recommendations to the Board
of Directors concerning selection of the Company's independent public
accountant, oversee the Company's accounting methods and implement and review
the audit and findings of the Company's independent public accountant for the
purpose of reporting to the Board of Directors. The Audit Committee, currently
composed of Messrs. Bales, Bryan and Moodie, held two formal meetings separate
from Board meetings during 1998.
The function of the Compensation Committee is to assist the Board of
Directors in evaluating and recommending compensation of the senior executives
of the Company and to administer the Company's Stock Option Plan in accordance
with the terms thereof, including the designation of which officers and
employees of the Company shall receive stock options, and the number of shares
which should be subject to each option so granted. The Compensation Committee,
currently composed of Messrs. Bales, Bryan and Moodie, held one meeting in
connection with a Board meeting during 1998.
The function of the Nominating Committee is to recommend candidates for the
Board of Directors. The Nominating Committee, currently composed of Messrs.
Pinkas, Finn and Bales, held one meeting in conjunction with a Board meetings
during 1998. Stockholders also may submit written recommendations to the
Nominating Committee for consideration.
Each director who is not an officer or an employee of the Company receives
a monthly fee of $500 and an attendance fee of $1,000 for each Board and
committee meeting attended.
EXECUTIVE COMPENSATION
COMPENSATION
The following table sets forth the compensation of the Company's directors,
none of whom is an employee of the Company. Except as set forth in such table,
no other compensation was paid to any director (including those who also serve
as executive officers) by the Company or any other entity in the Company's fund
complex during 1998. No information has been provided with respect to executive
officers of the Company (other than those who also serve as directors), since
none of them receives aggregate compensation from the Company and the Company's
fund complex in excess of $60,000.
COMPENSATION TABLE
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION TOTAL COMPENSATION
NAME OF DIRECTOR FROM THE COMPANY FROM FUND AND FUND COMPLEX
---------------- ---------------------- --------------------------
<S> <C> <C>
L. Patrick Bales(1)........................... $10,000 $10,000
Benjamin F. Bryan(1).......................... 10,000 10,000
Paul H. Cascio................................ 0 0
Michael J. Finn............................... 0 0
Richard Moodie(1)............................. 10,000 10,000
James P. Oliver............................... 0 0
Robert P. Pinkas.............................. 0 0
Peter Saltz(1)................................ 5,000 5,000
James M. Smith(1)............................. 5,000 5,000
</TABLE>
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(1) Compensation consists of amounts received for service as a director. See
"Organization and Compensation of Board of Directors" above.
During the Company's first fiscal year (which ended December 31, 1996),
options to purchase 225,000, 75,000 and 25,000 shares of Common Stock at $10.00
per share were granted to Mr. Pinkas, Mr. Finn and Mr. Cascio, respectively. The
exercise of such options is governed by a multi-year vesting schedule, as
described below under the caption "Stock Options."
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STOCK OPTIONS
The Company's 1996 Stock Option Plan (the "Stock Option Plan") permits the
granting of nonqualified stock options to officers and employees of the Company.
All officers of the Company are eligible to be selected to participate in the
Stock Option Plan. At present, the Company has no employees. The Stock Option
Plan is administered by the Compensation Committee of the Board of Directors,
which selects the persons who are eligible to participate and determines the
number of options to be granted. The Company did not grant any stock options
during 1998.
The number of shares of Common Stock available for grant under the Stock
Option Plan is 1,175,000, subject to certain adjustments. Options granted under
the Stock Option Plan are exercisable at a price not less than the greater of
(i) the current market value (as defined in the Stock Option Plan) on the date
of option grant and (ii) the current net asset value of the shares of Common
Stock. Options become exercisable to the extent of one-third of the subject
shares after one year from the grant date, two-thirds of the subject shares
after two years from the grant date and all subject shares after three years
from the grant date.
The Company's Disinterested Director Option Plan (the "Director Option
Plan") permits the granting of non-qualified stock options to the Directors of
the Company who are not employees or officers. All such Directors of the Company
are eligible to be selected to participate in the Director Option Plan, which is
administered by the Compensation Committee of the Board of Directors. In order
for options to be issued to the non-employee, non-officer directors, the Company
is required to obtain exemptive relief from the Securities and Exchange
Commission. The Company has applied for such exemptive relief. Following the
termination of a required notice period and in the absence of any requested
hearing, an order implementing the Director Option Plan will be issued. Under
the terms of the exemptive order and the Director Option Plan Agreement, each
qualified director will be granted an option to purchase 2,000 shares upon their
initial appointment to the Board of Directors. Throughout the term of the plan
and immediately following each annual meeting of stockholders of the Company,
each qualified director then serving on the Company's Board of Directors will be
granted options to purchase 2,000 additional shares subject to adjustment. Such
option grants will be made retroactively by the Company to its formation. As a
result, the three original qualifying directors who have served on the Company's
Board of Directors since the Company's formation will receive options to
purchase 6,000 shares each. The remaining qualifying directors who have served
on the Company's Board of Directors since 1998 will receive options to purchase
2,000 shares each.
RATIFICATION OF SELECTION OF PUBLIC ACCOUNTANT
The accounting firm of Ernst & Young LLP has been the Company's independent
public accountant and has audited the accounts of the Company since the
formation of the Company. The Board of Directors has selected Ernst & Young LLP
to audit the accounts of the Company for the fiscal year ending December 31,
1999, subject to the approval of the stockholders. Ernst & Young LLP has advised
the Company that neither the firm nor any of its members or associates has any
direct or indirect financial interest in the Company or any of its affiliates
other than as auditors.
Representatives of Ernst & Young LLP are expected to be present at the 1999
Annual Meeting of Stockholders with the opportunity to make a statement if they
desire to do so and to be available to respond to appropriate questions.
The favorable vote of a majority of the shares voting on this proposal is
required for ratification of the selection of Ernst & Young LLP as the Company's
independent public accountant for the fiscal year ending December 31, 1999. The
persons named in the accompanying proxy intend to vote proxies received by them
in favor of this proposal unless a choice "Against" or "Abstain" is specified.
The Board of Directors recommends voting FOR ratification of the selection of
Ernst & Young LLP as the independent public accountant of the Company for the
fiscal year ending December 31, 1999.
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<PAGE> 9
STOCKHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING
Any stockholder who is the record or beneficial owner of at least 1% or
$1,000 in market value of Common Stock of the Company entitled to be voted at
the 2000 Annual Meeting of Stockholders and who has held such Common Stock for
at least one year may present a proposal at the 2000 Annual Meeting.
A stockholder who intends to present a proposal at the 2000 Annual Meeting
of Stockholders, and who wishes to have the proposal included in the Company's
proxy statement and form of proxy for that meeting, must deliver the proposal to
the Company by December 17, 1999. The Company must receive notice of all other
stockholder proposals for the 2000 Annual Meeting of Shareholders no later than
March 19, 2000 or earlier than February 18, 2000, or the Company will consider
them untimely, in which case the Company's proxy shall confer discretionary
voting authority regarding those stockholder proposals.
OTHER MATTERS
Management does not know of any other matters that will come before the
meeting. In case any other matter should properly come before the meeting, it is
the intention of the persons named in the enclosed proxy to vote in accordance
with their best judgment.
ANNUAL REPORT
The Company's annual report for the year ended December 31, 1998 is being
mailed, together with this Proxy Statement, to all stockholders entitled to
receive notice of and vote at the 1999 Annual Meeting of Stockholders.
Additional copies may be obtained from the undersigned.
Please sign, date and return the proxy at your earliest convenience in the
enclosed envelope. No postage is required for mailing in the United States. A
prompt return of your proxy will save the expense of further mailings.
By order of the Board of Directors
PAUL H. CASCIO, Vice President and
Secretary
April 15, 1999
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<PAGE> 10
BRANTLEY CAPITAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
BRANTLEY CAPITAL CORPORATION
The undersigned hereby appoints Robert F. Pinkas and Michael J. Finn, and each
of them, the proxies of the undersigned, with full power of substitution, to
vote all Common Stock of Brantley Capital Corporation which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of Brantley Capital
Corporation which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of Brantley Capital Corporation, 1999, and at any adjournments
thereof.
IF NO INSTRUCTION IS INDICATED, AUTHORITY IS GRANTED TO CAST THE VOTE OF THE
UNDERSIGNED "FOR" THE ELECTION OF THE NOMINEES AND THE APPROVAL OF THE PROPOSALS
LISTED ON THIS PROXY.
- -------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NOTE: THE SIGNATURE(S) ON THIS PROXY SHOULD CORRESPOND WITH THE NAME(S) IN
WHICH YOUR STOCK IS REGISTERED. WHEN STOCK IS REGISTERED JOINTLY IN THE NAMES
OF TWO OR MORE PERSONS, ALL SHOULD SIGN. WHEN SIGNING AS AN ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS SUCH. A
PROXY GIVEN BY A CORPORATION SHOULD BE SIGNED IN THE CORPORATE NAME BY THE
CHAIRMAN OF ITS BOARD OF DIRECTORS, ITS PRESIDENT, VICE PRESIDENT, SECRETARY OR
TREASURER.
- -------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------------ --------------------------------------
- ------------------------------------ --------------------------------------
- ------------------------------------ --------------------------------------
BRANTLEY CAPITAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
BRANTLEY CAPITAL CORPORATION
The undersigned hereby appoints Robert P. Pinkas and Michael J. Finn, and each
of them, the proxies of the undersigned, with full power of substitution, to
vote all Common Stock of Brantley Capital Corporation which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of Brantley Capital
Corporation which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of Brantley Capital Corporation, 1999, and at any adjournment
thereof.
IF NO INSTRUCTION IS INDICATED, AUTHORITY IS GRANTED TO CAST THE VOTE OF THE
UNDERSIGNED "FOR" THE ELECTION OF THE NOMINEES AND THE APPROVAL OF THE PROPOSALS
LISTED ON THIS PROXY.
- -------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NOTE: THE SIGNATURE(S) ON THIS PROXY SHOULD CORRESPOND WITH THE NAME(S) IN
WHICH YOUR STOCK IS REGISTERED. WHEN STOCK IS REGISTERED JOINTLY IN THE NAMES
OF TWO OR MORE PERSONS, ALL SHOULD SIGN. WHEN SIGNING AS AN ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS SUCH. A
PROXY GIVEN BY A CORPORATION SHOULD BE SIGNED IN THE CORPORATE NAME BY THE
CHAIRMAN OF ITS BOARD OF DIRECTORS, ITS PRESIDENT, VICE PRESIDENT, SECRETARY OR
TREASURER.
- -------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------------ --------------------------------------
- ------------------------------------ --------------------------------------
- ------------------------------------ --------------------------------------
<PAGE> 11
<TABLE>
<CAPTION>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
<S> <C>
- ---------------------------- 1.Election of Directors For All With- For All
BRANTLEY CAPITAL CORPORATION Nominees Hold Except
- ---------------------------- MICHAEL J. FINN [ ] [ ] [ ]
JAMES M. SMITH
JAMES P. OLIVER
NOTE: If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and strike a line through the
name(s) of the nominee(s). Your shares will be voted for the remaining
nominee(s).
CONTROL NUMBER: For Against Abstain
[ ] [ ] [ ]
2.Ratification of the
selection of Ernst & Young LLP
as independent public accountant
for the fiscal year ending
December 31, 1999.
3.In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting
or any adjournment thereof.
-------
Please be sure to Date Mark a box at right if an address change or comment has been [ ]
sign and date --- noted on the reverse side of this card.
this Proxy.
- -----------------------------
- --Stockholder sign here--Co-owner sign here- RECORD DATE SHARES:
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ---------------------------- 1.Election of Directors For All With- For All
BRANTLEY CAPITAL CORPORATION Nominees Hold Except
- ---------------------------- MICHAEL J. FINN [ ] [ ] [ ]
JAMES M. SMITH
JAMES P. OLIVER
NOTE: If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and strike a line through the
name(s) of the nominee(s). Your shares will be voted for the remaining
nominee(s).
CONTROL NUMBER: For Against Abstain
[ ] [ ] [ ]
2.Ratification of the
selection of Ernst & Young LLP
as independent public accountant
for the fiscal year ending
December 31, 1999.
3.In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting
or any adjournment thereof.
-------
Please be sure to Date Mark a box at right if an address change or comment has been [ ]
sign and date ---- noted on the reverse side of this card.
this Proxy.
- -----------------------------
- --Stockholder sign here--Co-owner sign here- RECORD DATE SHARES:
</TABLE>
