Deutsche Bank AG
Taunusanlage 12, D-60325
Frankfurt am Main
Federal Republic of Germany
Jeffrey A. Ruiz
Vice President
Telephone: (212) 250-3667
February 9, 2004
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sir or Madame:
Re: Filing of Schedule 13G - Brantley Capital Corporation
Pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, attached is
one copy of Schedule 13G with respect to the common stock of the above
referenced corporation.
Please acknowledge your receipt of the Schedule 13G by return e-mail
confirmation.
Sincerely,
Jeffrey A. Ruiz
Enclosures
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.2)
Brantley Capital Corporation
_______________________________________
NAME OF ISSUER:
Common Stock (Par Value $ 0.001)
_______________________________________
TITLE OF CLASS OF SECURITIES
105494108
_______________________________________
CUSIP NUMBER
December 31, 2003
_______________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ x ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Deutsche Bank AG*
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
NUMBER OF 5. SOLE VOTING POWER
SHARES 262,509
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 262,509
PERSON WITH 8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,509
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.89%
12. TYPE OF REPORTING PERSON
HC, CO, BK
* In accordance with Securities Exchange Act Release No. 39538 (January 12,
1998), this filing reflects the securities beneficially owned by the Corporate
and Investment Banking business group and the Corporate Investments business
group (collectively, "CIB") of Deutsche Bank AG and its subsidiaries and
affiliates (collectively, "DBAG"). This filing does not reflect securities, if
any, beneficially owned by any other business group of DBAG. Consistent with
Rule 13d-4 under the Securities Exchange Act of 1934 ("Act"), this filing shall
not be construed as an admission that CIB is, for purposes of Section 13(d)
under the Act, the beneficial owner of any securities covered by the filing.
Furthermore, CIB disclaims beneficial ownership of the securities beneficially
owned by (i) any client accounts with respect to which CIB or its employees have
voting or investment discretion, or both, and (ii) certain investment entities,
of which CIB is the general partner, managing general partner, or other manager,
to the extent interests in such entities are held by persons other than CIB.
**Under the terms of a no-action letter issued by the SEC staff to Deutsche Bank
AG on February 14, 2002, Deutsche Bank AG may report beneficial ownership for
certain non-US subsidiaries on Schedule 13G pursuant to Rule 13d-1(b). The
reporting person symbols provided in the Instructions to Schedule 13G have been
used herein (see Question 12, "Type of Reporting Person") to classify the non-
US subsidiaries eligible for 13G reporting under the SEC's no-action letter.
In addition, the eligible non-US subsidiaries have been categorized herein
(see Item 3) consistent with the business generally conducted by each such
subsidiary.
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
DB Advisors, L.L.C
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES 248,209
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 248,209
PERSON WITH 8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
248,209
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.51%
12. TYPE OF REPORTING PERSON
IA, CO
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Deutsche Bank AG, London Branch
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
NUMBER OF 5. SOLE VOTING POWER
SHARES 262,509*
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 262,509*
PERSON WITH 8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,509*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.89%
12. TYPE OF REPORTING PERSON
CO, BK
*Included in this amount are 248,209 shares held in a discretionary account,
managed by DB Advisors, L.L.C.
Item 1(a). Name of Issuer:
Brantley Capital Corporation (Issuer)
Item 1(b). Address of Issuer's Principal Executive Offices:
20600 Chagrin Blvd Suite 1150
Cleveland, Ohio 44122
Item 2(a). Name of Person Filing:
This statement is filed on behalf of Deutsche Bank AG
("Reporting Person").
Item 2(b). Address of Principal Business Office or, if none, Residence:
Taunusanlage 12
D-60325 Frankfurt am Main
Federal Republic of Germany
Item 2(c). Citizenship:
The citizenship of the Reporting Person is set forth on the
cover page.
Item 2(d). Title of Class of Securities:
The title of the securities is common stock, $0.001 par value
(Common Stock).
Item 2(e). CUSIP Number:
The CUSIP number of the Common Stock is set forth on the
cover page.
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act;
(b) [ X ] Bank as defined in section 3(a)(6) of the Act;
Deutsche Bank AG, London Branch
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act;
(d) [ ] Investment Company registered under section 8 of
the Investment Company Act of 1940;
(e) [ X ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E); DB Advisors, L.L.C
(f) [ ] An employee benefit plan, or endowment fund in
accordance with Rule 13d-1 (b)(1)(ii)(F);
(g) [ X ] Parent holding company or control person in
accordance with Rule 13d-1 (b)(1)(ii)(G);
Deutsche Bank AG
(h) [ ] A savings association as defined in section 3(b) of
the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of
the Investment Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1 (b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned:
The Reporting Person owns the amount of the Common Stock
as set forth on the cover page.
(b) Percent of class:
The Reporting Person owns the percentage of the Common
Stock as set forth on the cover page.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
The Reporting Person has the sole power to vote or
direct the vote of the Common Stock as set forth
on the cover page.
(ii) shared power to vote or to direct the vote:
The Reporting Person has the shared power to vote or
direct the vote of the Common Stock as set forth
on the cover page.
(iii) sole power to dispose or to direct the disposition of:
The Reporting Person has the sole power to dispose
or direct the disposition of the Common Stock
as set forth on the cover page.
(iv) shared power to dispose or to direct the disposition
of:
The Reporting Person has the shared power to dispose
or direct the disposition of the Common Stock as set
forth on the cover page.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
Subsidiary Item 3 Classification
------------------------------------------------------------
Deutsche Bank AG, London Branch Bank
DB Advisors, L.L.C Investment Advisor
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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.
Dated: February 9, 2004
Deutsche Bank AG
By: /s/ Jeffrey A. Ruiz
Name: Jeffrey A. Ruiz
Title: Vice President
By: /s/ Pasquale Antolino
Name: Pasquale Antolino
Title: Associate
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.
Dated: February 9, 2004
Deutsche Bank AG, London Branch
By: /s/ Jeffrey A. Ruiz
Name: Jeffrey A. Ruiz
Title: Vice President
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.
Dated: February 9, 2004
DB Advisors, L.L.C.
By: /s/ Jeffrey A. Ruiz
Name: Jeffrey A. Ruiz
Title: Vice President