SCHEDULE 13 D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
June 5, 2002
1.NAME OF REPORTING PERSON
Phillip Goldstein
__________________________________________________________
2.CHECK THE BOX IF MEMBER OF A GROUP [X]
__________________________________________________________
3.SEC USE ONLY
____________________________________________________________
4.SOURCE OF FUNDS
WC
____________________________________________________________
5.CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURUSANT TO ITEMS 2(d) or 2 (e) [ ]
____________________________________________________________
6.CITIZENSHIP OR PLACE OF ORGANIZATION
USA
____________________________________________________________
7.SOLE VOTING POWER
156,500
____________________________________________________________
8.SHARED VOTING POWER
7,000
____________________________________________________________
9.SOLE DISPOSITIVE POWER
253,400
____________________________________________________________
10. SHARED DISPOSITIVE POWER
0
____________________________________________________________
11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
253,400
__________________________________________________________
12.CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [ ]
___________________________________________________________
13.PERCENT OF CLASS REPRESENTED BY ROW 11
6.65%
____________________________________________________________
14.TYPE OF REPORTING PERSON
IA
____________________________________________________________
1.NAME OF REPORTING PERSON
Andrew Dakos
__________________________________________________________
2.CHECK THE BOX IF MEMBER OF A GROUP [X]
__________________________________________________________
3.SEC USE ONLY
____________________________________________________________
4.SOURCE OF FUNDS
PF
____________________________________________________________
5.CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURUSANT TO ITEMS 2(d) or 2 (e) [ ]
____________________________________________________________
6.CITIZENSHIP OR PLACE OF ORGANIZATION
USA
____________________________________________________________
7.SOLE VOTING POWER
4,000
____________________________________________________________
8.SHARED VOTING POWER
2,900
____________________________________________________________
9.SOLE DISPOSITIVE POWER
4,000
____________________________________________________________
10. SHARED DISPOSITIVE POWER
2,900
____________________________________________________________
11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,900
__________________________________________________________
12.CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [ ]
___________________________________________________________
13.PERCENT OF CLASS REPRESENTED BY ROW 11
..18%
____________________________________________________________
14.TYPE OF REPORTING PERSON
IN
____________________________________________________________
This Statement constitutes Amendment No.2 to the Schedule 13D
(the " original Schedule 13D") filed with the Securities and
Exchange Commission on November 13, 2000 by Phillip Goldstein,
an
Investment Advisor. Except as specifically set forth herein, the
Schedule 13D and any prior amendments remain unmodified.
Capitalized terms, unless otherwise defined herein, shall have
the meaning ascribed in Schedule 13D.
Item 1. SECURITY AND ISSUER
This schedule 13D relates to the shares of Common Stock (the
"Common Stock") of Brantley Capital Corp. ("Brantley"). The
principal executive offices of Brantley are located at 20600
Chagrin Blvd., Suite 1150, Cleveland, OH 44122.
Item 2. IDENTITY AND BACKGROUND
Item 2 is amended as follows:
(a)-(f)
This statement is filed on behalf of Phillip Goldstein, 60
Heritage Drive, New York, NY 10570 and Andrew Dakos, 14 Mill
Street, Lodi, NJ 07644.
Mr. Goldstein is a self-employed investment advisor. He is also
President of Kimball and Winthrop, Inc., 60 Heritage Drive,
Pleasantville, NY 10570, an investment advisory firm. Mr. Dakos
is President and CEO of UVitec Printing Ink, Inc., 14 Mill
Street, Lodi, NJ 07644.
During the last 5 years neither Mr. Goldstein nor Mr. Dakos has
been convicted in a criminal proceeding, nor been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which they were or are
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. Goldstein and Mr. Dakos are U.S. citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERAIONS
Mr. Goldstein, an independent investment advisor, has
accumulated
shares of Brantley on behalf of accounts that are managed by Mr.
Goldstein. All funds that have been utilized to purchase shares
of Brantley are from such accounts or from margin loans from
broker dealers where these accounts are held.
Mr. Dakos has accumulated shares of Brantley for himself and on
behalf of other accounts managed by him. All funds that have
been
utilized to purchase shares of Brantley are from such accounts
or
from margin loans from broker dealers where these accounts are
held.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is amended as follows:
Mr. Goldstein, a director of Brantley and Robert P. Pincas,
Chairman of the Board of Brantley, have reached an impasse as to
the best way to maximize value for shareholders. As a result,
Mr.
Goldstein has notified Brantley that he intends to (i) nominate
two persons for election as directors and (ii) present two
proposals at Brantley's 2002 Annual Meeting of Shareholders
scheduled for August 8, 2002(Exhibit 2). Mr. Goldstein has had
discussions with fewer than ten shareholders regarding his
intent
to present such nominees and proposals. However, there is no
agreement between any stockholder and Mr. Goldstein to buy,
sell,
hold or vote their shares together.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is amended as follows:
a. As per the quarterly report for the quarter ended March 31,
2002 there were 3,810,535 shares of Common Stock outstanding.
The
percentage set forth in this item (5a) was derived using such
number.
Mr. Goldstein is deemed to be the beneficial owner of 253,400
shares of Common Stock, which constitutes approximately 6.65 %
of
the outstanding shares of Common Stock. Mr. Dakos is deemed to
be
the beneficial owner of 6,900 shares of Common Stock, which
constitutes approximately .18 % of the outstanding shares of
Common Stock.
b. Power to solely vote securities resides with Mr. Goldstein
for
156,500 shares and jointly for 7,000 shares. Power to dispose of
securities resides solely with Mr. Goldstein for 253,400 shares.
Power to vote and dispose securities lies solely with Mr. Dakos
for 4,000 shares and jointly for 2,900 shares.
c. During the last sixty days, the following shares of common
stock were traded:
None
d. None
e. NA
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is amended as follows:
Exhibit 1: Joint Filing Agreement.
Exhibit 2. Advance notice
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: June 10, 2002
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /s/ Andrew Dakos
Name: Andrew Dakos
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1 (k) (1) under the Securities
Exchange Act of 1934, as amended, the persons named below agree
to the joint filing on behalf of each of them of the Schedule
13D
(and all further amendments filed by them) with respect to the
Common Shares.
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /s/ Andrew Dakos
Name: Andrew Dakos
Dated: May 22, 2001
Exhibit 2
Advance Notice
60 Heritage Drive
Pleasantville, NY 10570
(914) 747-5262
June 4, 2002
Paul H. Cascio
Vice President and Secretary
Brantley Capital Corporation
20600 Chagrin Blvd., Suite 1150
Cleveland, OH 44122
Dear Mr. Cascio:
Pursuant to Sections 2.11 and 2.12 of the bylaws of Brantley
Capital Corporation ("Brantley"), I hereby give notice that I
intend to appear in person or by proxy at Brantley's 2002 annual
meeting at which I intend to nominate Gerald Hellerman and
Andrew
Dakos for election as directors and to propose (1) that an
orderly liquidation of Brantley be commenced as soon as
practicable and, if that proposal is approved, (2) that the
existing investment advisory agreement be terminated and a new
advisory agreement be negotiated at a reduced fee. These
proposals are designed to afford stockholders an opportunity to
vote to wind up Brantley as soon as practicable.
All pertinent information about each nominee, none of whom is an
"interested person" of Brantley, is provided below. Each
nominee's written consent to being named as a nominee and, if
elected, to serve as a director of Brantley is enclosed.
Gerald Hellerman (Age 64), 10965 Eight Bells Lane, Columbia, MD
21044
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.
Andrew Dakos (Age 36), 14 Mill Street, Lodi, NJ 07644
Private investor. President and CEO of UVitec Printing Ink,
Inc.
since 1997. Mr. Dakos was a director of the Dresdner RCM
Strategic Global Income Fund from 2000 to 2002 and he has been a
director of The Mexico Equity and Income Fund since 2000.
Mr. Dakos is deemed to be the beneficial owner of 6,900 shares
of
Brantley owned by him and other accounts managed by him. Mr.
Hellerman does not own any shares.
I own of record one share of Brantley jointly with my wife. I
also have voting and/or disposal authority for an additional
253,399 shares that are beneficially owned by my clients and me.
There are no arrangements or understandings between Mr.
Hellerman
and me or between Mr. Dakos and me nor between any of us and any
other person with respect to the aforementioned nominations or
proposals.
Please advise me immediately if this notice is deficient in any
way so that I can promptly cure any deficiency.
Very truly yours,
Phillip Goldstein