<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> <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 under sec.240.14a-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.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] 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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<PAGE> 2
BRANTLEY CAPITAL CORPORATION
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
Notice is hereby given that a Special Meeting of Stockholders of Brantley
Capital Corporation, a Maryland corporation (the "Company"), will be held on
August 31, 2000 at 10:00 a.m. Eastern Daylight Time, at the offices of the
Company at 20600 Chagrin Boulevard, Suite 1150, Cleveland, Ohio 44122, for the
following purposes:
1. To ratify the selection of Arthur Andersen LLP as the Company's
independent public accountant; and
2. 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 July 17, 2000, will be entitled to receive notice of and vote at
the Special 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
July 31, 2000
<PAGE> 3
BRANTLEY CAPITAL CORPORATION
July 31, 2000
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 Special Meeting of the Stockholders of the Company to
be held on August 31, 2000, or at any adjournment thereof. This proxy statement
was first mailed on July 31, 2000 to stockholders of record on July 17, 2000.
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 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
Special Meeting is July 17, 2000. As of July 17, 2000, 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 Special Meeting.
2
<PAGE> 4
STOCK OWNERSHIP OF OFFICERS, DIRECTORS AND BENEFICIAL OWNERS
The following table sets forth as of June 30, 2000, 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....................................... 6,800(2) *
Benjamin F. Bryan...................................... 9,777(2) *
Paul H. Cascio......................................... 43,444(3) 1.01%
Michael J. Finn........................................ 89,237(4) 2.10%
Tab A. Keplinger....................................... 9,583(5) *
Richard Moodie......................................... 16,000(2) *
James P. Oliver........................................ 2,000(7) *
Robert P. Pinkas....................................... 298,981(6) 6.95%
Peter Saltz............................................ 13,000(7) *
James M. Smith......................................... 2,000(7) *
All Directors and Executive Officers as a Group (10
persons)............................................. 490,822 11.41%
</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 6,000 shares subject to stock option grants.
(3) Includes 33,333 shares subject to stock option grants.
(4) Includes 83,333 shares subject to stock option grants.
(5) Includes 8,333 shares subject to stock option grants.
(6) Includes 250,000 shares subject to stock option grants.
(7) Includes 2,000 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>
---------------
(1) Information regarding share ownership was obtained from the most recently
filed Schedule 13D of Maxus Investment Group, filed 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.
3
<PAGE> 5
RATIFICATION OF SELECTION OF PUBLIC ACCOUNTANT
On January 12, 2000, the Company dismissed Ernst & Young LLP ("E&Y") as its
independent auditors and engaged Arthur Andersen LLP ("AA") to act as its
independent auditors to audit the Company's accounts for the fiscal years ending
December 31, 1999 and 2000. AA 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 AA are expected to be present at the Special Meeting of Stockholders and will
have the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions. Representatives of E&Y are not
expected to be present at the Special Meeting of Stockholders.
The decision to change accountants was based upon a review of fee proposals
for the upcoming fiscal year and was approved by the Audit Committee of the
Company's Board of Directors and by the Company's Board of Directors. E&Y's
reports on the Company's financial statements for the past two years did not
contain an adverse opinion or a disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope, or accounting principles. During the
Company's two most recent fiscal years and the subsequent interim period
preceding the dismissal of E&Y, there were no disagreements with E&Y on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of E&Y, would have caused them to make reference to the subject
matter of such disagreements in connection with their reports.
During the Company's two most recent fiscal years and the subsequent
interim period preceding E&Y's dismissal: (1) E&Y did not advise the Company
that the internal controls necessary for the Company to develop reliable
financial statements did not exist; (2) E&Y did not advise the Company that
information had come to E&Y's attention that led them to no longer be able to
rely on management's representations, or that made them unwilling to be
associated with the financial statements prepared by management; (3) E&Y did not
advise the Company of the need to expand significantly the scope of their audit,
or that information had come to their attention during such period that, if
further investigated, may (i) materially impact the fairness or reliability of
previously issued financial statements and Reports of Independent Auditors, or
the financial statements issued or to be issued covering the fiscal period(s)
subsequent to the date of the most recent financial statements covered by an
audit report, or (ii) cause E&Y to be unwilling to rely on management's
representations or be associated with the Company's financial statements; and
(4) E&Y did not advise the Company that information had come to their attention
that they had concluded materially impacted the fairness or reliability of
previously issued financial statements and Reports of Independent Auditors, or
the financial statements issued or to be issued covering the fiscal period(s)
subsequent to the date of the most recent financial statements covered by an
audit report.
During the Company's two most recent fiscal years and the subsequent
interim period prior to engaging AA, the Company did not consult AA regarding
either: (i) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements, and AA did not provide either a
written report or oral advice to the Company that AA concluded was an important
factor considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii) any matter that was either the
subject of a disagreement or a reportable event, each as defined in Item 304 of
Regulation S-K. However, AA has provided due diligence services in connection
with proposed as well as completed investment transactions by the Company and
its affiliates.
The favorable vote of a majority of the shares voting on this proposal is
required for ratification of the selection of AA as the Company's independent
public accountant for the fiscal years ending December 31, 1999 and 2000. 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 AA
as the independent public accountant of the Company for the fiscal years ending
December 31, 1999 and 2000.
4
<PAGE> 6
STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
Any stockholder who is the record or beneficial owner of at least 1% or
$2,000 in market value of Common Stock of the Company entitled to be voted at
the 2001 Annual Meeting of Stockholders and who has held such Common Stock for
at least one year may present a proposal at the 2001 Annual Meeting.
A stockholder who intends to present a proposal at the 2001 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 January 17, 2001. The Company must receive notice of all other
stockholder proposals for the 2001 Annual Meeting of Stockholders no later than
April 14, 2001 or earlier than March 15, 2001, 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, 1999 was mailed
to all stockholders entitled to receive notice of and vote at the 2000 Annual
Meeting of Stockholders, which was held on June 13, 2000. If you would like
another copy of the annual report, please contact the undersigned at the Company
at 20600 Chagrin Boulevard, Suite 1150, Cleveland, Ohio 44122, or (216)
283-4800. The annual report will be sent to you without charge.
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
July 31, 2000
5
<PAGE> 7
PLEASE MARK VOTE
|X| AS IN THIS EXAMPLE
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
BRANTLEY CAPITAL CORPORATION
<S> <C> <C> <C> <C>
1. Ratification of the selection of Arthur
Andersen LLP as independent public
accountants for the fiscal years ending
December 31, 1999 and 2000. [ ] [ ] [ ]
Mark box at right
if an address change or
comment has been noted
on the reverse side
of this card.
2. In their discretion, the proxies are
authorized. to vote upon such other
business as may properly come before the
meeting or any adjournment thereof.
--------------------------------------------
Date
Please be sure to sign and date this Proxy.
-------------------------------------------------------------------------------
--------------------------------------------- ----------------------------------
Stockholder sign here Co-owner sign here
</TABLE>
<PAGE> 8
BRANTLEY CAPITAL CORPORATION
PROXY
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 Special Meeting of Stockholders of Brantley Capital
Corporation, August 31, 2000, and at any adjournments thereof.
IF NO INSTRUCTION IS INDICATED, AUTHORITY IS GRANTED TO CAST THE VOTE OF THE
UNDERSIGNED "FOR" 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?
___________________________________ _______________________________________
___________________________________ _______________________________________
___________________________________ _______________________________________
