UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Brantley Capital Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
105-494-108
(CUSIP Number)
Richard A. Barone
Ancora Capital Inc.
One Chagrin Highlands
2000 Auburn Drive, Suite 420
Cleveland, Ohio 44122
(216) 825-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 31, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |_|.
SCHEDULE 13D
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CUSIP No. Page 2 of 6 Pages
105-494-108
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard A. Barone
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Ohio, U.S.A.
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7 SOLE VOTING POWER
NUMBER OF 20,000
SHARES
BENEFICIALLY -----------------------------------------------
OWNED BY -----------------------------------------------
EACH
REPORTING PERSON 8 SHARED VOTING POWER
WITH 0
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9 SOLE DISPOSITIVE POWER
20,000
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10 SHARED DISPOSITIVE POWER
425,580
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 445,580
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.69%
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14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer
This Statement relates to the shares of Common Stock (the "Shares") of
Brantley Capital Corporation ("Brantley" or the "Issuer"). The principal
executive offices of Brantley are located at 20600 Chagrin Boulevard, Suite
1150, Cleveland, Ohio 44122.
Item 2. Identity and Background
On October 3, 2000, Resource Management, Inc. ("RMI") d.b.a. Maxus
Investment Group ("MIG"), executed an Agreement and Plan of Merger with Fifth
Third Bancorp ("FTB"), pursuant to which FTB acquired all of the stock of RMI by
means of a merger of RMI with and into FTB. MIG was a financial services
corporation which owned all of the outstanding shares of Gelfand Maxus Asset
Management Inc., an entity incorporated under the laws of the State of Ohio
("GMAM"), Maxus Asset Management, an entity incorporated under the laws of the
State of Ohio ("MAM"), and Maxus Securities Corporation, an entity incorporated
under the laws of the State of Ohio ("MSC"). GMAM and MAM were registered
investment advisors having the power to dispose of the Shares owned by the
investment clients for which they acted as advisors. MSC was a broker-dealer.
MAM acted as the investment adviser to and manager for Maxus Income Fund, Maxus
Equity Fund, Maxus Laureate Fund, Maxus Ohio Heartland Fund and Maxus Aggressive
Value Fund pursuant to an Investment Advisory and Administration Agreement.
FTB, an Ohio corporation, is a registered financial holding company and a
bank holding company. FTB provides a diversified range of banking and nonbanking
services and products. FTB's principal office is located in Cincinnati, Ohio and
its common stock is traded in the over-the-counter market through The Nasdaq
National Market under the symbol "FITB."
Richard A. Barone, an individual ("Mr. Barone"), was a director of GMAM;
the controlling shareholder of MIG; principally employed as CEO of MIG, MAM, and
MSC; Chairman of Maxus Income Fund, Maxus Equity Fund, Maxus Laureate Fund,
Maxus Ohio Heartland Fund and Maxus Aggressive Value Fund, all of which are
registered under the Investment Company Act of 1940. On November 30, 2000, RMI
sold its stock investment in BD Holdings Inc., an entity incorporated under the
laws of the State of Nevada ("BDH"), to Mr. Barone. BDH later changed its name
to Ancora Securities Inc. ("Ancora Securities"), which became a wholly-owned
subsidiary of Ancora Capital Inc. ("Ancora Capital"). Ancora Securities is a
broker-dealer that operates a correspondence business which executes marketable
security transactions on behalf of other broker-dealers and serves as broker to
a limited number of individual and institutional clients.
The Agreement and Plan of Merger between FTB and RMI closed on January 2,
2001. Upon the closing of the Transaction, MAM became a wholly-owned subsidiary
of FTB. MAM has changed its name to Fifth Third Investment Advisors ("FTIA").
Mr. Barone no longer has an official title or responsibilities at FTIA except as
portfolio manager. A majority of the outstanding voting shareholders of the
Maxus Income Fund, Maxus Equity Fund and Maxus Aggressive Value Fund approved a
New Investment Advisory Agreement with FTIA in which Mr. Barone was retained as
the portfolio manager of these funds, which have been merged into the Fifth
Third (Maxus) Multi Cap Value Fund, Fifth Third (Maxus) Micro Cap Value Fund and
the Fifth Third (Maxus) Strategic Income Fund respectively.
As a result of the items described above, this Amendment Statement is filed
on behalf of Mr. Barone, an individual, whose business address is One Chagrin
Highlands, 2000 Auburn Drive, Suite 420, Cleveland, Ohio 44122. Mr. Barone and
the other entities named herein each disclaim membership in a Group as such term
is defined in Section 13(d)(3) of the Securities Exchange Act of 1934 and the
Rules and Regulations promulgated thereunder.
Ancora Capital is a recently formed holding company which owns 100% of the
stock of Ancora Securities (formerly BDH). Ancora Capital is not associated with
FTIA or FTB. Mr. Barone is the controlling shareholder of Ancora Capital; an
individual investor; portfolio manager of the Fifth Third (Maxus) Multi Cap
Value Fund, Fifth Third (Maxus) Micro Cap Value Fund and the Fifth Third (Maxus)
Strategic Income Fund, all of which are registered under the Investment Company
Act of 1940; and portfolio manager of Fifth Third Investment Advisors for
privately managed client accounts managed by Fifth Third Investment Advisors.
During the last five years, Mr. Barone has not been convicted in a criminal
proceeding and has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which he was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Mr. Barone is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration
Ancora Securities owns no Shares directly but Ancora Securities may be
deemed to own (within the meaning of Rule 13(d)(3) of the Securities Exchange
Act of 1934) 138,880 Shares purchased by Ancora Securities for the accounts of
its investment clients. Ancora Securities disclaims beneficial ownership of such
Shares.
Item 4. Purpose of Transaction
Mr. Barone and the other entities named herein acquired Shares to establish
investment positions in the Issuer. Subject to market and business conditions
and other factors, Mr. Barone and other entities named herein may purchase
additional Shares, maintain their present ownership of Shares or sell some or
all of the Shares.
According to a Schedule 13D filed June 10, 2002 by Phillip Goldstein with
respect to the Common Stock of the Issuer, Mr. Goldstein, a director of Brantley
and the beneficial owner of 253,400 Shares or 6.65% of the outstanding Shares,
and Robert P. Pinkas, Chairman of the Board of Directors of Brantley, have
reached an impasse with respect to the best way to maximize value for
shareholders. As a result, Mr. Goldstein has notified Brantley that he intends
to nominate two people, Gerald Hellerman and Andrew Dakos, for election as
directors, and to present two proposals at Brantley's 2002 Annual Meeting of
Shareholders scheduled for August 8, 2002 (Brantley's 2002 Annual Meeting of
Shareholders has been rescheduled for September 17, 2002). The proposals to be
presented include a proposal that an orderly liquidation of Brantley be
commenced as soon as practicable, and if that proposal is approved, that the
existing investment advisory agreement be terminated and a new advisory
agreement be negotiated at a reduced fee.
Mr. Barone filed a Schedule 13D on June 14, 2002 supporting Mr. Goldstein
regarding his intent to nominate such individuals and present such proposals.
Mr. Barone continues to support the plan described by Mr. Goldstein in
Schedule 13D filed June 10, 2002. As noted on page 2 of this Statement, Mr.
Barone has sole voting power over 20,000 Shares, shared voting power over no
Shares, sole dispositive power over 20,000 Shares and shared dispositive power
over 425,580 Shares. There is no agreement between Mr. Barone, the other
entities named herein and Mr. Goldstein to buy, sell or vote their Shares
together.
Item 5. Interest in Securities of the Issuer
Set forth below for Mr. Barone and the other entities named herein, in the
aggregate, is the number of Shares which may be deemed to be beneficially owned
as of the beginning of business on August 6, 2002, and the percentage of the
Shares outstanding represented by such ownership (based on 3,810,535 shares
outstanding):
Name: No. of Shares Percent of Class
Ancora Securities(1) 118,880 3.12 %
Richard Barone(2) 20,000 0.52 %
Fifth Third Mutual 71,200 1.87 %
Funds(3)
Fifth Third Managed 235,500 6.18 %
Accounts(4)
Total(5) 445,580 11.69 %
(1) These Shares are owned by investment clients of Ancora Securities who may be
deemed to beneficially own these Shares by reason of their power to dispose of
such Shares. Ancora Securities disclaims beneficial ownership of all such
Shares.
(2) Shares owned directly by Mr. Barone as an individual investor and are held
at Ancora Securities.
(3) Mr. Barone owns zero of these Shares directly but, by virtue of his
positions as portfolio manager of the Fifth Third (Maxus) Multi Cap Value Fund,
Fifth Third (Maxus) Micro Cap Value Fund and the Fifth Third (Maxus) Strategic
Income Fund, all of which are registered under the Investment Company Act of
1940, he may be deemed to beneficially own 71,200 Shares. Mr. Barone disclaims
beneficial ownership of all such Shares.
(4) Mr. Barone owns zero of these Shares directly but, by virtue of his
positions as portfolio manager of Fifth Third Investment Advisors for privately
managed client accounts managed by Fifth Third Investment Advisors, he may be
deemed to beneficially own 235,500 Shares. Mr. Barone disclaims beneficial
ownership of all such Shares.
(5) Mr. Barone owns 20,000 Shares directly but, by virtue of his positions as
the controlling shareholder of Ancora Securities; an individual investor;
portfolio manager of the Fifth Third (Maxus) Multi Cap Value Fund, Fifth Third
(Maxus) Micro Cap Value Fund and the Fifth Third (Maxus) Strategic Income Fund;
and portfolio manager of Fifth Third Investment Advisors for privately managed
client accounts managed by Fifth Third Investment Advisors, he may be deemed to
beneficially own 445,580 Shares. Mr. Barone disclaims beneficial ownership of
425,580 such Shares.
(c) The following transactions were effected since the most recent filing
of Schedule 13D:
See Exhibit A Relevant Transactions in Shares.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Phillip Goldstein and related entities have brokerage accounts with
Samuels, Chase & Co., which has a business arrangement for execution with Ancora
Securities. Except as set forth in this Statement, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between Mr.
Barone and any of the entities named herein or any other person with respect to
any Shares.
Item 7. Material to Be Filed as Exhibits
Exhibit A Relevant Transactions in Share.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August 7, 2002 /s/ Richard A. Barone
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Date Signature
Richard A. Barone
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Name/Title
EXHIBIT A
Brantley Capital Corporation (BBDC)
SECURITY CROSS REFERENCE
Date Unit
Purchased Quantity Cost
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6/11/2002 500 9.81
6/11/2002 500 9.81
6/11/2002 100 9.54
6/11/2002 500 9.54
6/17/2002 100 10.25
6/17/2002 100 10.21
6/17/2002 100 10.19
6/17/2002 100 10.20
6/17/2002 100 10.15
6/17/2002 100 10.15
6/17/2002 100 10.15
6/17/2002 100 10.05
6/17/2002 100 10.10
6/17/2002 600 10.00
6/17/2002 500 9.94
6/26/2002 3,000 9.86
6/26/2002 1,000 9.86
6/26/2002 500 9.86
6/26/2002 500 9.86
7/03/2002 200 9.50
7/03/2002 300 9.50
7/03/2002 500 9.50
7/03/2002 1,600 9.50
7/03/2002 400 9.50
7/03/2002 100 9.50
7/03/2002 1,000 9.49
7/03/2002 400 9.49
7/03/2002 500 9.49
7/03/2002 3,900 9.45
7/03/2002 100 9.45
7/03/2002 500 9.45
7/03/2002 500 9.45
7/03/2002 4,500 9.42
7/03/2002 500 9.42
7/22/2002 1,500 8.90
7/23/2002 4,500 8.34
7/23/2002 500 8.34
7/24/2002 600 8.39
7/24/2002 900 8.39
7/24/2002 1,000 8.39
7/24/2002 2,000 8.39
7/24/2002 500 8.39
7/25/2002 500 8.27
7/25/2002 1,000 8.27
7/25/2002 500 8.27
7/25/2002 1,000 8.27
7/25/2002 500 8.27
7/25/2002 1,000 8.27
7/25/2002 900 8.23
7/25/2002 600 8.27
7/25/2002 500 8.23
7/25/2002 200 8.23
7/25/2002 1,800 8.46
7/25/2002 500 8.46
7/26/2002 900 8.46
7/26/2002 700 9.00
7/26/2002 500 8.46
7/26/2002 100 8.71
7/26/2002 100 8.70
7/26/2002 100 8.70
7/26/2002 100 8.66
7/26/2002 100 8.61
7/26/2002 100 8.56
7/26/2002 100 8.51
7/29/2002 500 8.60
7/29/2002 500 8.60
7/29/2002 500 8.50
7/29/2002 1,000 8.60
7/29/2002 100 8.60
7/29/2002 100 8.55
7/29/2002 100 8.50
8/01/2002 1,200 8.34
8/01/2002 1,000 8.34
8/01/2002 400 8.85
8/01/2002 100 8.80
8/01/2002 100 8.75
8/01/2002 100 8.70
8/01/2002 100 8.65
8/01/2002 100 8.60
8/01/2002 100 8.55
8/01/2002 700 8.50
8/01/2002 500 8.50
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54,100