UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Brantley Capital Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
105-494-108
(CUSIP Number)
Richard A. Barone
C/O 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)
April 30, 2003
(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.
105-494-108
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (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*
00
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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 8 SHARED VOTING POWER
EACH 200,000
REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 20,000
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10 SHARED DISPOSITIVE POWER
260,700
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
280,700
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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)
7.37%
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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 3201 Enterprise Parkway, Suite
350, Cleveland, Ohio 44122.
Item 2. Identity and Background
Prior to January 2, 2003, Richard A. Barone, an individual ("Mr. Barone")
served as an outside portfolio manager to Fifth Third Bancorp's ("FTB") asset
management subsidiary, Fifth Third Investment Advisors ("FTIA"), and a named
advisor under FTIA's ADV filing. In this capacity, Mr. Barone had investment
management discretion for the Fifth Third Multi Cap Value Fund, and Fifth Third
Micro Cap Value Fund. He also had management discretion for a variety of
FTIA's individual and institutional clients. He had no voting power for the
securities owned by these Funds and clients.
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."
Mr. Barone's agreement with FTB was modified just prior to December 31,
2002, so that after January 2, 2003, he no longer was named a manager with
investment discretion over the Fifth Third Multi Cap Value Fund, Fifth Third
Micro Cap Value Fund, and a number of individual and institutional accounts.
It was agreed that Mr. Barone would remain an advisor under FTIA's ADV filing
through March 31, 2003, during which time he would continue to manage a small
number of individual and institutional clients ("Remaining Clients") for FTIA.
Mr. Barone continues to be subject to a non competition agreement with FTB
through January 2, 2004.
Mr. Barone is also Chairman and controlling shareholder of Ancora Capital
Inc. ("Ancora Capital"), whose main subsidiary is Ancora Securities Inc.
"Ancora Securities"), a Nevada corporation, registered as a broker/dealer with
the Securities and Exchange Commission ("SEC") and the National Association of
Securities Dealers ("NASD"). Ancora Capital and Ancora Securities share a
place of business at One Chagrin Highlands, 2000 Auburn Drive, Suite 420,
Cleveland,
Ohio 44122.
Mr. Barone is also the sole owner of Ancora Advisors LLC ("AA"), a newly
formed investment advisor registered with the SEC. As of March 31, 2003,
subject to a variety of signed agreements, AA became the investment advisor to
the Remaining Clients. AA's principal place of business is One Chagrin
Highlands, 2000 Auburn Drive, Suite 430, 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.
Mr. Barone has never been convicted in a criminal proceeding and has never
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) shares purchased for or transferred to the accounts of investment
clients. Ancora Securities disclaims beneficial ownership of such Shares.
AA owns no Shares directly but AA may be deemed to own (within the meaning
of Rule 13(d)(3) of the Securities Exchange Act of 1934) shares purchased for
or transferred to the accounts of investment management clients. AA disclaims
beneficial ownership of such Shares. AA has shared voting power with respect
to certain Remaining Clients 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.
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 end of business on April 30, 2003, 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 Inc(1) 47,700 1.25 %
Richard Barone(2) 20,000 0.52 %
Managed Accounts(3) 213,000 5.60 %
Total(4) 280,700 7.37 %
(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 for the privately managed accounts of the
Remaining Clients, he may be deemed to beneficially own 213,000 Shares.
Mr. Barone disclaims beneficial ownership of all such Shares.
(4) Mr. Barone owns 20,000 Shares directly but, by virtue of his positions
as the controlling shareholder of Ancora Securities; an individual
investor; and portfolio manager for the privately managed accounts of the
Remaining Clients, he may be deemed to beneficially own 280,700 Shares.
Mr. Barone disclaims beneficial ownership of 260,700 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 Shares.
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.
Richard Barone
Date: 5/12/2003 by: /s/Richard A. Barone
Richard A. Barone
EXHIBIT A
Brantley Capital Corporation (BBDC)
SECURITY CROSS REFERENCE
Date Unit
Purchased Quantity Cost
--------- ---------- ------
2/19/03 100 6.75
2/19/03 1,000 6.75
2/19/03 200 6.75
2/19/03 700 6.75
2/19/03 500 6.89
2,500
The Filing Persons had 31,000 shares moved into the number of shares
beneficially owned with shared dispositive power since the last filing.
Date Unit
Sold Quantity Cost
--------- ---------- ------
2/12/2003 100 7.02
2/12/2003 200 7.03
2/12/2003 300 7.00
2/12/2003 300 7.03
2/12/2003 502 7.00
2/12/2003 98 7.00
3/20/2003 1,000 8.66
3/20/2003 450 8.58
3/20/2003 550 8.65
3/20/2003 100 8.41
3/20/2003 400 8.40
3/20/2003 500 8.35
3/20/2003 500 8.40
3/20/2003 500 8.40
3/20/2003 100 8.60
3/20/2003 100 8.62
3/20/2003 100 8.63
3/20/2003 100 8.64
3/20/2003 200 8.64
3/20/2003 400 8.60
3/20/2003 500 8.60
3/20/2003 100 8.39
3/20/2003 200 8.37
3/20/2003 500 8.45
3/20/2003 700 8.35
3/20/2003 200 6.79
3/20/2003 800 6.75
3/21/2003 100 8.52
3/21/2003 100 8.53
3/21/2003 100 8.54
3/21/2003 100 8.70
3/21/2003 120 8.55
3/21/2003 1,480 8.50
3/21/2003 200 8.45
3/21/2003 200 8.56
3/21/2003 200 8.75
3/21/2003 400 8.51
3/21/2003 400 8.70
3/21/2003 4,800 8.45
3/21/2003 500 8.56
3/21/2003 500 8.70
3/21/2003 800 8.70
3/21/2003 200 8.40
3/21/2003 200 8.50
3/21/2003 300 8.48
3/21/2003 4,800 8.40
3/21/2003 500 8.50
3/21/2003 100 8.50
3/21/2003 100 8.50
3/21/2003 1,000 8.50
3/21/2003 1,100 8.50
3/21/2003 200 8.50
3/21/2003 450 8.50
3/21/2003 50 8.50
3/21/2003 500 8.45
3/21/2003 750 8.40
3/21/2003 750 8.45
3/24/2003 200 8.30
3/24/2003 3,300 8.30
3/24/2003 500 8.30
3/24/2003 200 8.25
3/24/2003 2,000 8.25
3/24/2003 2,800 8.25
3/26/2003 500 8.36
3/26/2003 700 8.36
3/26/2003 800 8.36
3/28/2003 200 8.30
3/28/2003 2,800 8.30
4/1/2003 200 8.32
4/1/2003 1,000 8.32
4/1/2003 800 8.32
4/2/2003 5,000 8.50
4/3/2003 500 8.45
4/3/2003 1,000 8.45
4/3/2003 100 8.43
4/3/2003 100 8.45
4/3/2003 1,000 8.35
4/3/2003 200 8.35
4/3/2003 200 8.45
4/3/2003 400 8.44
4/3/2003 500 8.35
4/7/2003 500 8.38
4/7/2003 500 8.38
4/7/2003 200 8.45
4/7/2003 300 8.45
4/7/2003 660 8.45
4/7/2003 100 8.45
4/7/2003 1,900 8.44
4/7/2003 1,000 8.38
4/7/2003 2,000 8.38
4/7/2003 4,340 8.38
4/21/2003 6,000 8.37
4/21/2003 100 8.40
4/21/2003 5,900 8.38
4/25/2003 500 8.59
4/25/2003 500 8.59
4/28/2003 500 8.48
4/29/2003 1,000 8.50
4/29/2003 500 8.50
4/30/2003 400 8.50
4/30/2003 500 8.51
4/30/2003 600 8.51
83,500