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 [ ]
Check the appropriate box:
[ ] 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
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(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
(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:
--------------------------------------------------------------------------------
2
FOR IMMEDIATE RELEASE
BRANTLEY CAPITAL CORPORATION RESPONDS TO
PRELIMINARY PROXY FILING BY DISSIDENT STOCKHOLDER
CLEVELAND, JULY 3, 2002 - Brantley Capital Corporation (Nasdaq: BBDC) today made
the following statement in response to the filing of preliminary proxy materials
by Phillip Goldstein:
"We are disappointed but not surprised by Phil Goldstein's preliminary
proxy filing. Goldstein is a self-interested dissident stockholder who
has a track record of looking only after his own interests, usually at
the expense of all other stockholders.
"Goldstein offers Brantley stockholders nothing more than rhetoric and
an unrealistic liquidation 'scheme' that would only erode stockholder
value. We believe that anyone who has an understanding of how a
business development company operates will agree that liquidation is
not a viable option. A premature sale of Brantley's investments would
likely cause the Company to accept far lower proceeds 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 goal.
"Brantley has a clear, workable plan, including an expansion of our
mezzanine investment portfolio, which we are confident will reduce the
discount between our stock price and net asset value. We believe that
the business plan we are pursuing 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.
- more -
- 2 -
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 Joele Frank, Wilkinson Brimmer Katcher
Tab Keplinger Matthew Sherman
216-283-4800 212-355-4449
# # #