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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-K/A (Mark One) þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2003 Commission File Number: 814-00127 BRANTLEY CAPITAL CORPORATION (Exact name of registrant as specified in its charter)
 Maryland
    
    34-1838462(State or other Jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 3201 Enterprise Parkway, Suite 350, Cleveland, Ohio 44122
(Address of principal executive offices including zip code) (216) 484-8400
(Registrants telephone number including area code) Securities registered pursuant to Section 12(b) of the Act:
None Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value




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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No o Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x The aggregate market value of the voting stock held by non-affiliates of
the registrant as of June 30, 2003 was $27,852,177, based on the last sale
price of such stock as quoted by the NASDAQ National Market System on such date
(officers, directors and 5% shareholders are considered affiliates for purposes
of this calculation). The number of shares of common stock outstanding as of March 30, 2004 was
3,810,535.




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PRELIMINARY NOTE This Form 10-K/ A is being filed by Brantley Capital Corporation (the
Company) to report Part III information in lieu of the incorporation of such
information by reference to the Companys Proxy Statement for its 2004 Annual
Meeting of Stockholders.




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TABLE OF CONTENTS  PART IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Stock Ownership of Officers, Directors and Beneficial OwnersItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accountant Fees and ServicesSIGNATURESEX-31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICEREX-31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICEREX-32.1 CERT.-SECTION 906-CHIEF EXECUTIVE OFFICEREX-32.2 CERT.-SECTION 906-CHIEF FINANCIAL OFFICER    Table of Contents  
 PART III 
 Item 10. Directors and Executive Officers of the Registrant The following information was furnished to the Company by the nominees and
each director currently serving, and sets forth the name, age, principal
occupation or employment of each such person and the period during which he has
served as a director of the Company. Except as otherwise noted below, each
director has held his principal occupation or employment for at least five
years. The business address of each director listed below is c/o Brantley
Capital Corporation, 3201 Enterprise Parkway, Suite 350, Cleveland, Ohio 44122. Class I Directors  Term Expiring in 2008 Mr. Pinkas is an interested person within the meaning of the Investment
Company Act of 1940 because he is an executive officer of the Company and an
executive officer and manager of the Companys investment adviser, Brantley
Capital Management, L.L.C. Messrs. Bales and Goldstein are considered
independent directors for purposes of the Investment Company Act of 1940. Phillip Goldstein, 58, is a self-employed investment adviser and is the
President of Kimball and Winthrop, Inc., an investment advisory firm. Since
1992, Mr. Goldstein has managed investments for a limited number of clients and
has served as the portfolio manager and President of the general partner of
Opportunity Partners, a private investment partnership. He was elected a
director of The Mexico Equity and Income Fund in February 2000, The Italy Fund
in May 2000, and Dresdner RCM Global Strategic Income Fund in November 2000. He
was also a director of Clemente Strategic Value Fund from 1998 to 2000. Mr.
Goldstein was elected to the board of directors of the Company to fill a newly
created seat in 2001. Mr. Goldstein is not a director of any other business
development companies or funds for which Brantley Capital Management, L.L.C. is
also an investment adviser. Robert P. Pinkas, 49, is Chairman of the Board, Chief Executive Officer,
Treasurer and a director of the Company; and Chairman of the Board, Chief
Executive Officer, Treasurer and a manager of Brantley Capital Management,
L.L.C., which serves as the Companys investment adviser. Mr. Pinkas was the
founding partner of Brantley Venture Partners, L.P., a venture capital fund
started in 1987, and led the formation of three related venture capital funds
Brantley Venture Partners, L.P., Brantley Venture Partners II, L.P., Brantley
Venture Partners III, L.P. and Brantley Partners IV, L.P. A family limited
partnership of which Mr. Pinkas is the sole general partner serves as a general
partner of the sole general partner of each of Brantley Venture Partners, L.P.,
Brantley Venture Partners II, L.P., Brantley Venture Partners III, L.P. and
Brantley Partners IV, L.P. Each of Brantley Venture Partners, L.P., Brantley
Venture Partners II, L.P., Brantley Venture Partners III, L.P. and Brantley
Partners IV, L.P. has made venture capital investments similar to the
investments the Company makes in private companies. From 1981 to 1987, Mr.
Pinkas was active in venture capital management and financing as a founding
director and investor in seven early-stage companies. He serves on the board of
directors of several portfolio companies in which one or more of Brantley
Venture Partners, L.P., Brantley Venture Partners II, L.P., Brantley Venture
Partners III, L.P. and Brantley Partners IV, L.P. have invested, including
Gliatech, Inc., Pediatric Services of America, Inc., Medirisk, Inc., Quad
Systems Corporation and Waterlink, Inc. Mr. Pinkas has been Chairman of the
Board, Chief Executive Office, Treasurer and a director of the Company since
its formation in 1996. Mr. Pinkas is a director of four funds for which
Brantley Capital Management, L.L.C. is also an investment adviser.




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L. Patrick Bales, 60, a director of the Company and is a partner with the
firm of Bales Partners, Inc., an executive search consulting firm that services
smaller growth companies as well as major corporations in both the private and
public sector. The firm conducts executive search assignments both domestically
and internationally and has affiliate offices in London and Tokyo. Previously,
Mr. Bales was employed with Paul R. Ray & Company from 1981 to 1983 in their
Chicago office and was on the professional staff of two other search firms in
the Chicago area from 1975 to 1981. He spent five years with Weber Marking
Systems prior to embarking upon his career in executive search. Mr. Bales has
been a director of the Company since its formation in 1996. Mr. Bales is not a
director of any other business development companies or funds for which
Brantley Capital Management, L.L.C. is also an investment adviser. Class IV Directors  Term Expiring in 2006 Mr. Cascio is an interested person within the meaning of the Investment
Company Act of 1940 because he is an executive officer of the Company and an
executive officer and manager of the Companys investment adviser, Brantley
Capital Management, L.L.C. Mr. Saltz is considered an independent director for
purposes of the Investment Company Act of 1940. Paul H. Cascio, 42, a director of the Company, serves as Vice President
and Secretary of the Company and as Vice President and Secretary of Brantley
Capital Management, L.L.C., which serves as the Companys investment adviser.
Mr. Cascio also serves as a general partner of the general partner of Brantley
Venture Partners II, L.P., Brantley Venture Partners III, L.P. and Brantley
Partners IV, L.P. Prior to joining Brantley Venture Partners II, L.P. and
Brantley Venture Partners III, L.P. in May, 1996, Mr. Cascio was a Managing
Director and head of the General Industrial Manufacturing and Services Group in
the Corporate Finance Department at Dean Witter Reynolds Inc. Before joining
Dean Witter in 1986, Mr. Cascio was employed in the Corporate Finance
Department at E.F. Hutton & Company Inc. Mr. Cascio has been Vice President,
Secretary, and a director of the Company since 1998. Mr. Cascio is a director
of three funds for which Brantley Capital Management, L.L.C. is also an
investment adviser. Peter Saltz, 59, a director of the Company, is a consultant to KraftMaid
Cabinetry, Inc., the second largest cabinet manufacturer in the United States.
Mr. Saltz served as Vice Chairman of Finance from 1997 to 1999 and Senior
Executive Vice President and Chief Financial Officer of KraftMaid from 1980 to
1997 and has over 29 years of experience as a certified public accountant in
the United States and South Africa. Mr. Saltz holds a limited partnership
interest in BVP III and BVP IV. Mr. Saltz has been a director of the Company
since 1998. The board of directors has determined that Mr. Saltz
is an audit committee financial expert as
defined under Rule 401 of Regulation S-K of the Securities
Exchange Act of 1934. Mr. Saltz is not a director of any other business development
companies or funds for which Brantley Capital Management, L.L.C. is also an
investment adviser. Class V Directors  Term Expiring in 2007 Mr. Oliver is an interested person within the meaning of the Investment
Company Act of 1940 because his law firm serves as the Companys legal counsel.
Mr. Hellerman is considered an independent director for purposes of the
Investment Company Act of 1940. James P. Oliver, 57, a director of the Company, is a partner with the law
firm of Squire, Sanders & Dempsey L.L.P. and is a past member of the firms
Management Committee. Mr. Olivers practice focuses on general corporate and
board matters with substantial experience in high net worth individuals and
their succession wealth issues. Mr. Oliver is a graduate of Bowling Green State
University and the University of Cincinnati College of Law. Mr. Oliver has been
a director of the Company since he was appointed by the board of directors in
1998 to fill a vacancy on the board. The law firm of Squire, Sanders & Dempsey
L.L.P. has represented the Company as general counsel since shortly after its
formation in 1996. Mr. Oliver is not a director of any other business
development companies or funds for which Brantley Capital Management, L.L.C. is
also an investment adviser.




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Gerald Hellerman, 64, a director of the Company, is Managing Director of
Hellerman Associates, a financial and corporate consulting firm; Trustee of
Third Avenue Value Trust since 1993; Trustee of the Third Avenue Variable
Series Trust since 1999; director of Clemente Strategic Value fund from 1998 to
2000; director of The Mexico Equity and Income Fund since 2000. Mr. Hellerman
was appointed by the Board of Directors on March 20, 2003 to fill a vacancy on
the board. Mr. Hellerman is not a director of any other business development
companies or funds for which Brantley Capital Management, L.L.C. is also an
investment adviser. Non-Director Executive Officers The following information was furnished to the Company by the non-director
executive officers and sets forth the name, age, principal occupation or
employment of each such person and the period during which he has served as an
executive officer of the Company. Michael J. Finn,52, is President of the Company and is a manager of
Brantley Capital Management, L.L.C., which serves as the Companys investment
adviser. Mr. Finn also serves as a general partner of the general partner of
Brantley Venture Partners II, L.P., Brantley Venture Partners III, L.P. and
Brantley Partners IV, L.P. From 1987 to 1995, Mr. Finn served as portfolio
manager and Vice President of the Venture Capital Group of Sears Investment
Management Company in Chicago. In this capacity, Mr. Finn managed the
development of a $150 million portfolio of private equity investments,
including the investment of over $24 million directly in 25 operating
companies. From 1983 to 1987, he led the development of a $250 million venture
capital program for the State of Michigan Department of Treasury as its deputy
director. In 1982, Mr. Finn founded and served as President of the Michigan
Certified Development Corporation, a small business development corporation
which financed over $50 million of investments in six companies in Michigan
during the period 1982 to 1984. In 1976, he launched the Forward Development
Corporation, an entity sponsored by the U.S. Small Business Administration for
small business financing. He serves on the board of directors of several
portfolio companies in which one or more of Brantley Venture Partners, L.P.,
Brantley Venture Partners II, L.P., Brantley Venture Partners III, L.P. and
Brantley Partners IV, L.P. have invested, including Medirisk, Inc. and
Pediatric Services of America, Inc. Mr. Finn has been a director and the
President of the Company since its formation in 1996. Mr. Finn is a director of
three funds for which Brantley Capital Management, L.L.C. is also an investment
adviser. Tab A. Keplinger, 43, has served as Vice President and Chief Financial
Officer of the Company since its inception. Prior to joining the Company in
February 1997, Mr. Keplinger was Vice President and Chief Financial Officer of
Victoria Financial Corporation. Before joining Victoria Financial Corporation
in 1990, Mr. Keplinger was a senior audit manager in the manufacturing and
service sectors for KPMG Peat Marwick. Shawn M. Wynne, 45, joined the Company in 2001 as a Vice President and is
primarily responsible for the origination, evaluation, structuring and
management of our mezzanine investment activities. Prior to joining the
Company, Mr. Wynne was a Director at Stonehenge Partners Inc., the successor
firm to Banc One Capital Markets, Banc One Corporations investment banking and
principal investment entity, which managed $500 million in assets. He was
responsible for origination, execution and management of mezzanine and
preferred stock investments for Banc One Capital Markets, Inc. Prior to joining
Banc One Capital Markets, Mr. Wynne held senior business development and group
management positions with Banc One and the Bank of Nova Scotia. He is a member
of the board of directors of various private companies. Audit Committee The audit committee has oversight responsibilities with respect to the
Companys financial audit and reporting process, system of internal controls,
and process for monitoring compliance with law and with the Companys Code of
Conduct. The audit committee is also responsible for maintaining open
communication between and among the audit committee, management and the
independent public accountants. Notwithstanding the above, the audit committee
is not responsible for conducting audits, preparing financial statements, or
assuring the accuracy of financial statements or filings, all of which is the
responsibility of management and the outside auditors. The audit committee, which is currently composed of Messrs. Goldstein,
Hellerman, and Saltz, held five meetings during 2003. Mr. Hellerman was
appointed to fill a vacancy on the Audit Committee resulting from the
resignation of Benjamin Bryan from the Board of Directors. Each member of the
Audit Committee is considered independent under the rules promulgated by the
Nasdaq Stock Market. The Companys board of directors has determined that Peter
Saltz is an audit committee financial expert as defined under Item 401 of
Regulation S-K of the Securities Exchange Act of 1934. Peter Saltz, Gerald
Hellerman and Phillip Goldstein meet the current independence and experience
requirements of Rule 10A-3 of the Exchange Act, and, in addition, neither is an
interested person of the Company as defined in Section 2(a)(19) of the 1940
Act. The audit committee performs its oversight functions and responsibilities
pursuant to a written charter adopted by the board of directors. Code of Ethics The Company has adopted a code of ethics which applies to, among others,
its senior officers, including its Chief Executive Officer and its Chief
Financial Officers, as well as every employee of the Company. The Companys
code can be accessed via its website at http://www.brantleycapital.com. The
Company intends to disclose amendments to or waivers from a required provision
of the code on Form 8-K. Compliance with Section 16(a) of the Securities Exchange Act of 1934 Section 16(a) of the Securities Exchange Act of 1934 requires the officers
and directors of the Company and persons who beneficially own more than 10% of
the Companys common stock to file reports of securities ownership and changes
in such ownership with the SEC. Officers, directors and 10%




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stockholders are also required by the rules promulgated by the SEC to furnish
to the Company copies of all Section 16(a) reports they file. Based solely upon a review of the copies of such forms furnished to the
Company, the Company believes that each of its officers and directors complied
with all Section 16(a) filing requirements applicable to them during the fiscal
year ended December 31, 2003. 
 Item 11. Executive Compensation Organization and Compensation of the Board of Directors Organization and Compensation of the Board of Directors The board of directors has established an audit committee, a compensation
committee, an executive committee and a nominating committee. During 2003, the
board of directors held four regularly scheduled meetings and three special
meetings. All directors attended at least 75% of the aggregate number of
meetings of the board of directors and of the respective committees on which
they served. The Company requires each director to make a diligent effort to
attend all board and committee meetings as well as each annual meeting of
stockholders. Audit Committee The audit committee has oversight responsibilities with respect to the
Companys financial audit and reporting process, system of internal controls,
and process for monitoring compliance with law and with the Companys Code of
Conduct. The audit committee is also responsible for maintaining open
communication between and among the audit committee, management and the
independent public accountants. Notwithstanding the above, the audit committee
is not responsible for conducting audits, preparing financial statements, or
assuring the accuracy of financial statements or filings, all of which is the
responsibility of management and the outside auditors. The audit committee, which is currently composed of Messrs. Goldstein,
Hellerman, and Saltz, held five meetings during 2003. Mr. Hellerman was
appointed to fill a vacancy on the Audit Committee resulting from the
resignation of Benjamin Bryan from the Board of Directors. Each member of the
Audit Committee is considered independent under the rules promulgated by the
Nasdaq Stock Market. The Companys board of directors has determined that Peter
Saltz is an audit committee financial expert as defined under Item 401 of
Regulation S-K of the Securities Exchange Act of 1934. Peter Saltz, Gerald
Hellerman and Phillip Goldstein meet the current independence and experience
requirements of Rule 10A-3 of the Exchange Act, and, in addition, neither is an
interested person of the Company as defined in Section 2(a)(19) of the 1940
Act. The audit committee performs its oversight functions and responsibilities
pursuant to a written charter adopted by the board of directors. Compensation Committee The function of the compensation committee is to assist the board of
directors in evaluating and recommending compensation of the senior executives
of the Company and to administer the Companys stock option plan in accordance
with the terms thereof, including the designation of which officers and
employees of the Company shall receive stock options, and the number of shares
which should be subject to each option so granted. The compensation committee,
which is currently composed of Messrs. Bales and Saltz, held one meeting in
connection with a meeting of the board of directors during 2003.




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Executive Committee The function of the executive committee is to assist the board in carrying
out its responsibilities. The executive committee has and may exercise those
rights, powers and authority as may be exercised by the full board, except
where action by the full board is required by statute, an order of the
Securities and Exchange Commission or the Companys charter or bylaws. The
executive committee is composed of Messrs. Pinkas, Oliver and Cascio. The
committee did not meet during 2003. Nominating Committee The function of the nominating committee is to recommend candidates for
the board of directors. The board of directors currently acts as the Nominating
Committee. The Nominating Committee held one meeting in conjunction with a
meeting of the board of directors during 2002. The full board of directors
currently acts as the Nominating Committee and is composed of four independent
directors and three directors who could be considered interested persons
under the 1940 Act. The board of directors has not adopted a charter for the
Nominating Committee The Company believes that because decisions regarding
nominations are made by the entire board, including the independent directors,
that a separate charter is not necessary. In identifying and evaluating
nominees, including shareholder nominees, the board will consider:  
    
    the appropriate size and composition of the Companys board of directors;
    
    whether or not the person is an interested person of the Company as defined in Section
2(a)(19) of the 1940 Act;
    
    the needs of the Company with respect to the particular talents and experience of its directors;
    
    the knowledge, skills and experience of nominees in light of prevailing business conditions and
the knowledge, skills and experience already possessed by other members of the Board;
    
    familiarity with national and international business matters;
    
    experience with accounting rules and practices;
    
    appreciation of the relationship of the Companys business to the changing needs of society;
    
    the desire to balance the considerable benefit of continuity with the periodic injection of the
fresh perspective provided by new members; and
    
    all applicable laws, rules, regulations and listing standards. The Nominating Committees goal is to assemble a board of directors that
brings to the Company a variety of perspectives and skills derived from high
quality business and professional experience. Other than the foregoing there are no stated minimum criteria for director
nominees, although the Nominating Committee may also consider such other
factors as it may deem are in the best interests of the
Company and its stockholders. The Nominating Committee also believes it
appropriate for certain key members of the Companys management to participate
as members of the board.




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The Nominating Committee identifies nominees by first evaluating the
current members of the board of directors willing to continue in service.
Current members of the board with skills and experience that are relevant to
the Companys business and who are willing to continue in service are
considered for re-nomination, balancing the value of continuity of service by
existing members of the board with that of obtaining a new perspective. If any
member of the board does not wish to continue in service or if the Nominating
Committee or the board decides not to re-nominate a member for re-election, the
Nominating Committee identifies the desired skills and experience of a new
nominee in light of the criteria above. Current members of the Nominating
Committee and board of directors are polled for suggestions as to individuals
meeting the criteria of the Nominating Committee. Research may also be
performed to identify qualified individuals. To date, the Company has not
engaged third parties to assist in the identification or evaluation of
potential nominees although the Company reserves the right in the future to
retain a third party search firm, if necessary. The Nominating Committee will consider nominees recommended by
stockholders; stockholders may send resumes of recommended persons to the
attention of Paul H. Cascio, Vice President and Secretary Brantley Capital
Corporation, 3201 Enterprise Parkway, Suite 350, Cleveland, Ohio 44122. Communications Between
Stockholders and Board of Directors Stockholders
with questions about the Company are encouraged to contact Brantley
Capitals Investor Relations department. However, if
stockholders believe that their questions have not been addressed,
they may communicate with the Companys board of directors
by sending their communications to Brantley Capital Corporation Board
of Directors, c/o Mr. Paul Cascio, 3201 Enterprise Parkway, Suite
350, Cleveland, Ohio 44122. All stockholder communications received in
this manner will be delivered to one or more members of the Board of
Directors.


The Company has adopted a code of ethics which applies to, among others,
its senior officers, including its Chief Executive Officer and its Chief
Financial Officers, as well as every employee of the Company. The Companys
code can be accessed via its website at http://www.brantleycapital.com. The
Company intends to disclose amendments to or waivers from a required provision
of the code on Form 8-K. Compensation of Executive Officers and Directors The following table sets forth the compensation of the Companys
directors, none of whom is an employee of the Company. Except as set forth in
such table, no other compensation was paid to any director (including those who
also serve as executive officers) by the Company or any other entity in the
Companys fund complex during 2003. No information has been provided with
respect to executive officers of the Company (other than those who also serve
as directors), since none of them receives aggregate compensation from the
Company and the Companys fund complex in excess of $60,000. Compensation Table Pension or
    
    Total CompensationAggregate
    
    Securities
    
    Retirement Benefits
    
    from Fund andCompensation from
    
    Underlying
    
    Accrued as Part of
    
    Fund ComplexName of Director
    
    the Company(1)
    
    Options/SARs(2)
    
    Company Expenses
    
    Paid to Directors(3)Interested DirectorsPaul H. Cascio
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0James P. Oliver
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Robert P. Pinkas
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Independent DirectorsPatrick Bales
    
    $
    11,500
    
    
    
    0
    
    
    
    0
    
    
    $
    11,500Phillip Goldstein
    
    
    11,500
    
    
    
    0
    
    
    
    0
    
    
    
    11,500Gerald Hellerman
    
    
    9,500
    
    
    
    0
    
    
    
    0
    
    
    
    9,500Peter Saltz
    
    
    11,500
    
    
    
    0
    
    
    
    0
    
    
    
    11,500Benjamin
Bryan(4)
    
    
    2,500
    
    
    
    0
    
    
    
    0
    
    
    
    2,500
   (1)
    
    Compensation consists of amounts received for service as a director. See Organization and Compensation of the Board of Directors above.




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(2)
    
    See Stock Option Plan for more information relating to the terms of the options granted in 2002.(3)
    
    Consists only of directors fees paid by the Company during 2002. Such fees are also included in the column entitled Aggregate Compensation
from the Company.(4)
    
    Mr. Bryan resigned as a director on March 20, 2003. Compensation of Directors Each director who is not an officer of the Company receives a monthly fee
of $500 and an attendance fee of $1,000 for each board and committee meeting
attended. Stock Option Awards No options were granted during 2003. The following table sets forth the details of option exercises by each
named individual during 2003 and the values of those unexercised options at
December 31, 2003. Option Exercises and Year-End Option Values Number ofShares
    
    
    
    
    
    Securities Underlying
    
    Value of UnexercisedAcquired
    
    
    
    
    
    Unexercised Options
    
    In-the-Money Options(2)Upon
    
    ValueName
    
    Exercise
    
    Realized(1)
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableInterested DirectorsPaul Cascio
    
    
    0
    
    
    
    0
    
    
    
    100,000
    
    
    
    0
    
    
    
    5,000
    
    
    
    0James P. Oliver
    
    
    0
    
    
    
    0
    
    
    
    6,000
    
    
    
    0
    
    
    
    0
    
    
    
    0Robert P. Pinkas
    
    
    0
    
    
    
    0
    
    
    
    450,000
    
    
    
    0
    
    
    
    45,000
    
    
    
    0Independent DirectorsPatrick Bales
    
    
    0
    
    
    
    0
    
    
    
    10,000
    
    
    
    0
    
    
    
    0
    
    
    
    0Phillip Goldstein
    
    
    0
    
    
    
    0
    
    
    
    2,000
    
    
    
    0
    
    
    
    0
    
    
    
    0Gerald Hellerman
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Peter Saltz
    
    
    0
    
    
    
    0
    
    
    
    6,000
    
    
    
    0
    
    
    
    0
    
    
    
    0Benjamin
Bryan(3)
    
    
    0
    
    
    
    0
    
    
    
    10,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
   (1)
    
    Value realized is calculated as the closing market price on the date of exercise, net of option exercise price, but before any tax liabilities or
transaction costs. This is the deemed market value, which may




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actually be realized only if the shares are sold at that price.(2)
    
    Value of unexercised options is calculated based on the closing price of $10.20 per share on December 31, 2003, net of the option exercise price, but
before any tax liabilities or transaction costs. In-the-Money Options are options with an exercise price that is less than the market price as of
December 31, 2002.(3)
    
    Mr. Bryan resigned as a director on March 30, 2003. Stock Option Plan The Companys 1996 Stock Option Plan (the Stock Option Plan) permits the
granting of nonqualified stock options to officers and employees of the
Company. All officers of the Company are eligible to be selected to participate
in the Stock Option Plan. At present, the Company has no employees. The Stock
Option Plan is administered by the compensation committee of the board of
directors, which selects the persons who are eligible to participate and
determines the number of options to be granted. The number of shares of common stock available for grant under the Stock
Option Plan is 1,175,000, subject to certain adjustments. Options granted under
the Stock Option Plan are exercisable at a price not less than the greater of
(i) the current market value (as defined in the Stock Option Plan) on the date
of option grant and (ii) the current net asset value of the shares of common
stock. Options become exercisable to the extent of one-third of the subject
shares after one year from the grant date, two-thirds of the subject shares
after two years from the grant date and all subject shares after three years
from the grant date. The Companys Disinterested Director Option Plan (the Director Option
Plan) permits the granting of non-qualified stock options to the directors of
the Company who are not employees or officers. All such directors of the
Company are eligible to be selected to participate in the Director Option Plan,
which is administered by the compensation committee of the board of directors.
In order for options to be issued to the non-employee directors, the Company
obtained exemptive relief from the SEC. Under the terms of the exemptive order
and the Director Option Plan Agreement, each qualified director will be granted
an option to purchase 2,000 shares upon their initial appointment to the board
of directors. Throughout the term of the plan and immediately following each
annual meeting of stockholders of the Company, each qualified director then
serving on the Companys board of directors will be granted options to purchase
2,000 additional shares, subject to adjustment. Such option grants were made
retroactively by the Company to its formation. As a result, the three original
qualifying directors who served on the Companys board of directors since the
Companys formation received options to purchase 6,000 shares each. The
remaining
qualifying directors who served on the Companys board of directors since 1998
each received options to purchase 2,000 shares of common stock. 
 Item 12. Stock Ownership of Officers, Directors and Beneficial Owners The following table sets forth as of March 31, 2004, the number of shares
of the Companys common stock beneficially owned by each of its current
directors and executive officers and all directors and executive officers as a
group, according to information furnished to the Company by such persons,
except as noted below. Unless otherwise indicated, the Company believes that
each director and executive officers set forth in the table has sole voting and
investment power with respect to such shares of common stock. The address for
each of the directors and executive officers is c/o Brantley Capital
Corporation, 3201 Enterpirse Parkway, Suite 350, Cleveland, Ohio 44122.




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##### Table of Contents



Amount and Nature of
    
    Percent ofName
    
    Beneficial Ownership
    
    Class(1)Interested DirectorsPaul H. Cascio(3)
    
    
    112,101
    (4)
    
    
    2.94
    %James P. Oliver
    
    
    6,900
    (5)
    
    
    *Robert P. Pinkas(3)
    
    
    512,706
    (6)
    
    
    13.45Independent DirectorsL. Patrick Bales
    
    
    10,800
    (8)
    
    
    *Phillip Goldstein
    
    
    262,300
    (7)
    
    
    6.88
    %Gerald Hellerman
    
    
    0
    
    
    
    *Peter Saltz
    
    
    17,000
    (5)
    
    
    *Non-Director Executive OfficersMichael J. Finn(3)
    
    
    258,347
    (2)
    
    
    6.78
    %Tab A. Keplinger
    
    
    77,250
    (9)
    
    
    2.03
    %Shawn M. Wynne
    
    
    900
    
    
    
    *All Directors and Executive Officers as a
Group (11 persons)
    
    
    1,258,314
    
    
    
    33.02
    %
   *
    
    Shares owned are less than one percent of class.(1)
    
    Based on 3,810,535 shares of common stock outstanding as of March 31, 2004.(2)
    
    Includes 150,000 shares subject to stock option grants.(3)
    
    Owner of an interest in Brantley Capital Management, L.L.C., which serves as the Companys investment adviser.(4)
    
    Includes 100,000 shares subject to stock option grants.(5)
    
    Includes 6,000 shares subject to stock option grants.(6)
    
    Includes 450,000 shares subject to stock option grants.




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##### Table of Contents



(7)
    
    Information regarding share ownership was obtained from the Schedule
13D that Phillip Goldstein and Andrew Dakos filed jointly as a group
on May 22, 2001. Mr. Goldstein reported beneficial ownership of
253,400 shares of the Companys common stock and Mr. Dakos reported
beneficial ownership of 6,900 shares of the Companys common stock.
Because they filed the Schedule 13D as a group, the Company has
aggregated their share ownership for purposes of this table. Mr.
Goldstein reported sole voting power as to 156,500 shares of common
stock, shared voting power as to 7,000 shares, and sole investment
power as to 253,400 shares. Mr. Dakos reported sole voting and
investment power as to 4,000 shares of common stock and shared voting
investment power as to 2,900 shares. Includes 2,000 shares subject to
stock option grants.(8)
    
    Includes 10,000 shares subject to stock option grants.(9)
    
    Includes 75,000 shares subject to stock option grants. The following table sets forth information about persons known by the
Company to be a beneficial owner of more than 5% of the outstanding shares of
its common stock other than as noted above: Amount and Natureof Beneficial
    
    Percent ofName
    
    Ownership
    
    ClassRichard A. Barone
Ancora Capital
One Chagrin Highlands,
2000 Auburn Drive, Suite 420
Cleveland, Ohio 44122
    
    
    148,900
    (1)
    
    
    3.91
    %Fifth Third Bancorp
Fifth Third Center
Cincinnati, Ohio 45263
    
    
    364,800
    (2)
    
    
    9.6
    %Deutsche
Banc AG
Taunusanlage 12, D-60325
Frankfurt am Main
Federal Republic of Germany
    
    
    262,509
    (3)
    
    
    6.89
    %
   (1)
    
    Information regarding share ownership was obtained from the Schedule 13D filed by
Richard A. Barone on July 7, 2003. Mr. Barone reported sole voting and
investment power as to 10,000 shares of the Companys common stock and shared
investment power as to 138,900 shares of the Companys common stock.(2)
    
    Information regarding share ownership was obtained from the Schedule 13G filed
jointly by Fifth Third Bancorp and Fifth Third Bank on February 14, 2003. Fifth
Third Bancorp reported sole voting as to 182,400 shares of common stock and sole
investment power as to 182,400 shares of common stock. Fifth Third Bank reported
sole voting power as to 182,400 shares of common stock and sole investment power
as to 182,400 shares of common stock. The address of Fifth Third Bank is the same
as Fifth Third Bancorp.(3)
    
    Information regarding share ownership was obtained from the Schedule 13G filed
jointly by Deutsche Banc AG in February, 2004.




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##### Table of Contents



Dollar Range of Securities Beneficially Owned By Directors Set forth below is the dollar range of equity securities beneficially
owned by each nominee and continuing director as of March 31, 2004: Dollar Range of EquitySecurities BeneficiallyName of Director
    
    Owned(1)(2)(3)Interested DirectorsPaul H. Cascio(4)
    
    Over $100,000James P. Oliver(4)
    
    $50,000$100,000Robert P. Pinkas(4)
    
    Over $100,000Independent DirectorsL. Patrick Bales
    
    Over $100,000Phillip Goldstein
    
    Over $100,000Gerald Hellerman
    
    NonePeter Saltz
    
    Over $100,000
   (1)
    
    Beneficial ownership has been determined in
accordance with Rule 16a-1(a)(2) of the Securities
Exchange Act of 1934.(2)
    
    The dollar ranges are: None, $1  $10,000, $10,001 
$50,000, $50,001  100,000, or over $100,000.(3)
    
    The dollar range of the Companys equity securities
owned by each director is based on the closing price
of $11.92 per share on March 31, 2004 on the Nasdaq
National Market. 
 Item 13. Certain Relationships and Related Transactions Brantley Capital Management, L.L.C., pursuant to the terms of an
investment advisory agreement, is responsible, on a day-to-day basis, for the
selection and supervision of portfolio investments. Transactions between the
Company and the Brantley Capital Management, including operational
responsibilities, duties and compensation, are governed by the investment
advisory agreement. Throughout the term of the investment advisory agreement,
the Company will pay to Brantley Capital Management an annual management fee of
2.85% of the Companys net assets, determined at the end of each calendar
quarter and payable in arrears. For the year ended December 31, 2003, the
Company paid Brantley Capital Management an investment advisory fee in the
aggregate amount of $473,474. Robert P. Pinkas, Chairman,
Chief Executive Officer, Treasurer and a director of the Company, Michael J.
Finn, President and a director of the Company, Paul H. Cascio, Vice President
and a director of the Company and Tab A. Keplinger, Chief Financial Officer of
the Company are officers and managers of Brantley Capital Management, and
together own a majority of Brantley Capital Management.




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##### Table of Contents



The Company co-invests in portfolio companies from time to time with
affiliates of the Company and Brantley Capital Management, including certain
venture capital investment partnerships. Certain officers and directors of the
Company and officers of Brantley Capital Management also serve as general
partners of the investment partnerships general partner. The Companys
co-investments with such affiliates are subject to the terms and conditions of
the exemptive order granted by the Commission, which relieves the Company from
certain provisions of the Investment Company Act of 1940 and permits certain
joint transactions with the investment partnerships. The Company is an investor in Disposable Products Company, LLC, a
non-woven paper products manufacturer. Grand River Industries, Ltd. owns
approximately 35% of Disposable Products outstanding capital stock. Grand
River is a wholly-owned subsidiary of Objective Industrial Investments
Partners, L.P. Robert P. Pinkas, Chairman and Chief Executive Officer of the
Company, is a managing member in Objective Industrial. As a result of his
investment commitment in Objective Industrial, Mr. Pinkas owns 20% of Grand
River. James P. Oliver has been a director of the Company since 1998 and is a
partner with the law firm of Squire Sanders & Dempsey L.L.P., which has
represented the Company as counsel since shortly after its formation in 1996. On March 19, 2003, we entered into a Memorandum of Understanding (the
MOU) with Phillip Goldstein, a director of the Company, pursuant to which Mr.
Goldstein agreed to dismiss the lawsuit he filed against the Company in
September 2002, subject to compliance with the Investment Company Act of 1940.
The court approved the proposed settlement on February 26, 2004. On June 4, 2003, the Company filed an application for exemptive relief
from certain provisions of the 1940 Act in order to effect the provisions of
the MOU. On June 18, 2003, the Company received comments on its application
from the staff of the Division of Investment Management (the Staff) of the
Securities and Exchange Commission (the SEC). On August 14, 2003 the Company
responded to those comments. With such response, the Company proposed a MOU
that was submitted to the Staff. On November 12, 2003, the Company received
comments regarding its August 14, 2003 response. The Company responded to the
comments on December 18, 2003. On February 11, 2004, the Staff requested a
response from the Board of Directors, which the Board provided on February 25,
2004. The application is still pending. The MOU is subject to approval by the stockholders, and the receipt of
exemptive relief from the SEC. There can be no assurances that this exemptive
relief would be granted by the SEC staff. Pursuant to the MOU, we would agree, among other things:  
    
    to cause there to be four (4) directors who are not interested persons
as defined under the 1940 Act and cause the board to be exactly seven (7)
directors in total;
    
    if Mr. Goldstein or Gerald Hellerman is no longer a director of the
Company, then whichever of Mr. Goldstein or Mr. Hellerman remains on the
board shall have the right to select a nominee;;
    
    to not convert the Company from being an advised fund to an internally
managed fund unless a majority of the independent directors agree;
    
    to allow any independent director to request independent counsel, subject
to the approval of the board, which cannot be unreasonably withheld; and




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##### Table of Contents




    
    to refrain from making defamatory remarks about any party to the agreement. In addition, the MOU provides that at the next Annual Meeting of
Stockholders following SEC approval:  
    
    the Company would ask shareholders to approve a plan of orderly disposition of the assets of the
Company or a sale of the assets with the goal of prompt cash distribution to stockholders;
    
    the Company would ask shareholders to approve a new investment advisory agreement pursuant to which,
prospectively:  
    
    the advisors fees would be reduced from 2.85% to 2.5% of our net asset value;
    
    all stock options would be forfeited and cancelled; and
    
    the advisor would be entitled to receive a fee equal to 20% of the aggregate
distributions made by the Company in excess of $10.00 per share; however,
none of the amount would be paid until aggregate distributions totaled $12.50
per share. The MOU also includes provisions that would require the parties to take
all steps necessary to accomplish the goals of the Memorandum, including voting
their shares in favor of the proposals when and if they are presented at a
meeting of stockholders. Under the MOU, the Company would also be required to
reimburse Mr. Goldstein for certain expenses (not to exceed $275,000) he
incurred in connection with the proxy solicitation and litigation related to
the Annual Meeting of Stockholders held on September 17, 2002. Mr. Goldstein
would also agree not to engage in, lead or fund a proxy contest while the
agreement is in effect. The term of the MOU would run until December 31, 2006. 
 Item 14. Principal Accountant Fees and Services Audit Fees KPMG LLP billed the Company aggregate fees of $50,950 for the audit of
the Companys annual financial statement for the fiscal year ended December 31,
2003 and for the review of the financial statements included in the Companys
Forms 10-Q for such fiscal year. KPMG LLP billed the Company aggregate fees of
$62,500 for the audit of the Companys annual financial statement for the
fiscal year ended on December 31, 2002 and for the review of the financial
statements included in the Companys Forms 10-Q for such fiscal year. The following are aggregate fees billed to the Company by KPMG LLP during
2003 and 2002: Fiscal Year Ended
    
    Fiscal Year EndedDecember 31, 2003
    
    December 31, 2002Audit Fees
    
    $
    50,950
    
    
    $
    62,500Audit-Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    
    
    
    $
    All Other Fees
    
    
    
    
    
    
    Total Fees:
    
    $
    50,950
    
    
    $
    62,500
 Audit Fees Audit fees consist of fees billed for professional services rendered for
the audit of the Companys consolidated financial statements and review of the
interim consolidated financial statements included in quarterly reports and
services that are normally provided by KPMG LLP in connection with statutory
and regulatory filings. Audit Related Fees Audit-related fees are fees billed for assurance and related services that
are reasonably related to the performance of the audit or review of the
Companys consolidated financial statements and are not reported under Audit
Fees. Tax Fees Tax fees consist of fees billed for professional services for tax
compliance, tax advice and tax planning. These services include assistance
regarding federal, state and international tax compliance, tax audit defense,
customs and duties, mergers and acquisitions, and international tax planning. All Other Fees All other fees consist of fees for products and services other than the
services reported above. In accordance with its charter, the Audit Committees policy is to
pre-approve all audit and permissible non-audit services provided by KPMG LLP.
These services may include audit services, audit-related services, tax services
and other related services. Pre-approval is generally provided for up to one
year, and any pre-approval is detailed as to the particular service or category
of service and is generally subject to a specific budget. The Audit Committee
limits the engagement by the Company of KPMG LLP for non-audit services and tax
services to those circumstances where the services are considered integral to
the audit services that it provides, or in which there is another compelling
rationale for using its services. KPMG LLP and management are required to
periodically report to the Audit Committee regarding the extent of services
provided by KPMG LLP in accordance with this pre-approval, and the fees for the
services performed to date. The Audit Committee may also pre-approve particular
services on a case-by-case basis. During the year ending December 31, 2004, all
services provided by KPMG LLP will be pre-approved by the Audit Committee in
accordance with this policy.




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##### Table of Contents



SIGNATURES Pursuant to the requirements of Section 13 or15(d)of the Securities
Exchange Act of 1934, the Company has duly caused this Report onForm 10-Kto
be signed on its behalf by the undersigned, thereunto duly authorized. BRANTLEY CAPITAL CORPORATIONBy:
    
    /s/ ROBERT P. PINKASTitle:
    
    Robert P. Pinkas,
Chairman of the Board,
Chief Executive Officer
and TreasurerDate:
    
    April 29, 2004
 Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report onForm 10-Khas been signed below by the following persons on behalf of
the Company in the capacities and on the dates indicated. Signature
    
    Title
    
    Date/s/ ROBERT P. PINKAS
Robert P. Pinkas
    
    Chairman of the Board, Chief
Executive Officer, Treasurer and
Director (principal executive
officer and principal accounting
officer)
    
    April 29, 2004/s/ TAB A. KEPLINGER
Tab A. Keplinger
    
    Vice President and Chief Financial
Officer (principal financial
officer)
    
    April 29, 2004/s/ PAUL H. CASCIO
Paul H. Cascio
    
    Vice President, Secretary and
Director
    
    April 29, 2004/s/ L. PATRICK BALES
L. Patrick Bales
    
    Director
    
    April 29, 2004/s/ GERALD HELLERMAN
Gerald Hellerman
    
    Director
    
    April 29, 2004/s/ PETER SALTZ
Peter Saltz
    
    Director
    
    April 29, 2004/s/ JAMES P. OLIVER
James P. Oliver
    
    Director
    
    April 29, 2004/s/ PHILLIP GOLDSTEIN
Phillip Goldstein
    
    Director
    
    April 29, 2004