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UNITED STATES
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):
January 12, 2000
BRANTLEY CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 814-00127 34-1838462
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
20600 Chagrin Boulevard, Suite 1150
Cleveland, Ohio 44122
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 283-4800
N/A
(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous Independent Accountants.
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On January 12, 2000, Brantley Capital Corporation (the "Company")
dismissed Ernst & Young LLP ("E&Y") as its independent auditors. 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. The decision to change
accountants was approved by the Audit Committee of the Company's Board of
Directors based upon a review of fee proposals for the upcoming fiscal year and
the Company's Board of Directors.
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During the Company's two most recent fiscal years and any 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 any 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.
The Company has provided E&Y with a copy of these disclosures and has
asked E&Y to provide it with a letter addressed to the Securities and Exchange
Commission stating whether E&Y agrees with the Company's statements and, if not,
stating the respects in which E&Y does not agree. A copy of E&Y's letter is
included as Exhibit 16.2 to this Form 8-K.
(b) New Independent Accountants.
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The Company engaged Arthur Andersen LLP ("AA") to act as its
independent auditors, effective January 12, 2000. During the Company's two most
recent fiscal years and any subsequent interim period prior to engaging AA, the
Company has not consulted 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,
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AA has provided due diligence services in connection with proposed and/or
consummated investment transactions by the Company and its affiliates.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
16.1 Letter from Ernst and Young LLP regarding cessation
of client-auditor relationship, dated January 13,
2000 and addressed to Brantley Capital Corporation.
16.2 Letter from Ernst & Young LLP regarding change in
certifying accountant, dated January 18, 2000 and
addressed to the Securities and Exchange Commission,
in compliance with Item 304 of Regulation S-K.
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 hereunto duly authorized.
BRANTLEY CAPITAL CORPORATION
By: /s/ Robert P. Pinkas
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Name: Robert P. Pinkas
Title: Chief Executive Officer
By: /s/ Tab A. Keplinger
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Name: Tab A. Keplinger
Title: Chief Financial Officer
Date: January 19, 2000
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EXHIBIT INDEX
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16.1 Letter from Ernst and Young LLP regarding cessation of client-auditor
relationship, dated January 13, 2000 and addressed to Brantley Capital
Corporation.
16.2 Letter from Ernst & Young LLP regarding change in certifying
accountant, dated January 18, 2000 and addressed to the Securities and
Exchange Commission, in compliance with Item 304 of Regulation S-K.
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EXHIBIT 16.1
[ERNST & YOUNG LLP LETTERHEAD]
January 13, 2000
Mr. Robert P. Pinkas, Chairman and Chief Executive Officer
Mr. Tab A. Keplinger, Chief Financial Officer
Brantley Capital Corporation
Suite 1150
20600 Chagrin Boulevard
Cleveland, Ohio 44122
Dear Messrs. Pinkas and Keplinger:
This is to confirm that the client-auditor relationship between Brantley
Capital Corporation (Commission File Number 814-00127) and Ernst & Young LLP
has ceased.
Very truly yours,
/s/ Ernst & Young LLP
Ernst & Young LLP
Copy to Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
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EXHIBIT 16.2
[ERNST & YOUNG LLP LETTERHEAD]
January 18, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
We have read Item 4 of Form 8-K dated January 18, 2000, of Brantley Capital
Corporation and are in agreement with the statements contained therein,
except that we have no basis to agree or disagree with the statements of the
registrant contained in the last sentence of the first paragraph of Item 4(a)
and in Item 4(b).
/s/ Ernst & Young LLP
Ernst & Young LLP
