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
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
BRANTLEY CAPITAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
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2
FOR IMMEDIATE RELEASE
BRANTLEY CAPITAL CORPORATION FILES
PRELIMINARY PROXY STATEMENT
CLEVELAND, JUNE 28, 2002 - Brantley Capital Corporation (Nasdaq: BBDC) today
announced that it has filed its preliminary proxy statement with the Securities
and Exchange Commission (SEC). Upon receiving SEC clearance, the definitive
proxy statement will be mailed to shareholders of record as of June 28, 2002, in
anticipation of the Company's August 8, 2002 Annual Meeting of Stockholders. At
the Annual Meeting, stockholders will be asked to elect two Directors and ratify
the election of KPMG LLP as the Company's independent public accountants. A
dissident stockholder and director of the Company, Phillip Goldstein, has
announced his intention to commence a proxy contest in opposition to the Board
of Directors.
Robert P. Pinkas, Chairman and Chief Executive Officer of Brantley Capital
Corporation, said, "Brantley's Board of Directors strongly believes that our two
director nominees, James P. Oliver and Benjamin F. Bryan, are highly qualified
to execute Brantley's strategy and business plan. Our director nominees have
considerable experience with Brantley Capital and are fully committed to
actively assisting Brantley to help ensure the Company's long-term success. Mr.
Goldstein is attempting to stack the Board with his hand-picked nominees and we
believe that he has no interest in creating long-term value for all of
Brantley's stockholders. Mr. Goldstein's proposal to liquidate our Company is
naive and once again demonstrates his lack of understanding of the fundamentals
of Brantley's business model. Liquidation is not a viable option for the
Company."
In its preliminary proxy statement Brantley Capital makes the following points:
- MR. GOLDSTEIN AND HIS COLLEAGUES ATTEMPTED TO GREENMAIL BRANTLEY
CAPITAL CORPORATION. Although Mr. Goldstein claims to be a
"stockholder activist," the Company believes nothing could be
further from the truth. Mr. Goldstein's interests are not
aligned with the long-term interests of the Company or its
stockholders. In fact, Mr. Goldstein has told the Company in
writing that he and another large investor, Richard Barone, a
portfolio manager at Fifth Third Bancorp (Nasdaq: FITB), were
willing to be bought out in a private transaction for a price in
excess of $13.00 per share, which at that time would have
resulted in a financial windfall only for them. The only
stockholder Phil Goldstein looks out for is Phil Goldstein.
- MR. GOLDSTEIN'S NOMINEES LACK EXPERIENCE WITH BUSINESS
DEVELOPMENT COMPANIES. The dissident nominees have gained
experience on the boards of closed-end fund companies by
clinging to Mr. Goldstein's coattails as he wages expensive and
disruptive proxy contests against incumbent boards, often
combined with proposals to open-end or liquidate funds.
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- 2 -
- THE COMPANY'S DIRECTOR NOMINEES, BY CONTRAST, HAVE CONSIDERABLE
EXPERIENCE SERVING AS DIRECTORS OF A BUSINESS DEVELOPMENT
COMPANY. Messrs. Oliver and Bryan's experience have afforded
them the required leadership skills that best serve the needs of
all stockholders and not merely those seeking short-term profits
from short-sighted strategies.
- MR. GOLDSTEIN DRAMATICALLY AND SIGNIFICANTLY MISREPRESENTS THE
CONSEQUENCES OF LIQUIDATION. Announcing a liquidation of the
Company would not maximize value for stockholders. In fact, it
would have the opposite effect as buyers would discount their
prices as a result of their knowledge that this is a forced
sale. Mr. Goldstein has effectively proposed a fire sale of
Brantley's investments, which would likely cause the Company to
accept far lower proceeds for its investments than it could
realize if those investments were held long enough for the
Company to exit in an orderly fashion consistent with its
long-term investment goal.
- MR. GOLDSTEIN CONTINUES TO ATTEMPT TO HAMSTRING EVERY EFFORT THE
BOARD MAKES TO INCREASE VALUE FOR ALL OF ITS STOCKHOLDERS. Since
last year, when he was appointed as a director of Brantley, Mr.
Goldstein has failed to demonstrate a willingness to work
constructively with the Board. Brantley strongly believes that
electing Mr. Goldstein's hand-picked dissident nominees would
only serve to exacerbate this difficult situation. The only
constant with Mr. Goldstein is his apparent desire to maximize
his own personal profit - at the expense of all other Brantley
stockholders.
Mr. Pinkas added, "Brantley's management and Board are committed to reducing the
discount between the Company's stock price and its net asset value and we are
actively pursuing a business plan we are confident will enhance value for all
stockholders."
IMPORTANT INFORMATION
On June 27, 2002, Brantley Capital Corporation (Brantley) filed a preliminary
proxy statement with the Securities and Exchange Commission (SEC) relating to
Brantley's solicitation of proxies from the stockholders of Brantley with
respect to the Brantley 2002 Annual Meeting of Stockholders. Brantley will
prepare and file with the SEC a definitive proxy statement relating to its
solicitation of proxies. SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE
PROXY STATEMENT AND OTHER PROXY MATERIALS WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. The preliminary proxy statement is, and
the definitive proxy statement (when it becomes available) will be, available
for free at http://www.sec.gov. Detailed information regarding the names,
affiliation and interests of individuals who may be deemed participants in the
solicitation of proxies of Brantley's shareholders is available in the
preliminary proxy statement filed with the SEC on Schedule 14A on June 27, 2002.
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FORWARD-LOOKING STATEMENTS
The information contained in this press release contains forward-looking
statements. These forward-looking statements are subject to inherent
uncertainties in predicting future results and conditions. Certain factors could
cause actual results and conditions to differ materially from those projected in
these forward-looking statements, and these factors are enumerated in the
company's periodic filings with the Securities and Exchange Commission.
ABOUT BRANTLEY CAPITAL CORPORATION
Brantley Capital Corporation is a publicly traded business development company
primarily providing equity and long-term debt financing to small and
medium-sized private companies throughout the United States. The Company's
investment objective is to achieve long-term capital appreciation in the value
of its investments and to provide current income primarily from interest,
dividends and fees paid by its portfolio companies. For further information,
please visit the Company's website at http://www.BrantleyCapital.com.
CONTACT:
Brantley Capital Corporation
Tab Keplinger
216-283-4800
Joele Frank, Wilkinson Brimmer Katcher
Matthew Sherman
212-355-4449
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