SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Brantley Capital Corp
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Important Information For All Brantley Capital Stockholders
Robert Pinkas has stated that I attempted to "greenmail"
Brantley by threatening to liquidate it unless I was bought out.
That is false. What happened is that after I informed him that
I would propose a liquidation of Brantley at the annual meeting,
Mr. Pinkas himself made an unsolicited offer to buy Richard
Barone's and my shares for $13 per share. The following is a
transcription of Mr. Pinkas telephone message to me on or about
June 1, 2002.
"Saturday, 4:02 p.m."
"Phil, you know, you gotta do what you gotta do. I'm just
telling you, if you go public with some kind of nonsense about
liquidating and starting all sorts of proxy stuff, I am not -
I'm gonna drop the whole issue of buying you out. I'm not gonna
waste my time on that if it -- you know, if it -- if that's the
position you're gonna take. So, I wish you'd let me know. I
think I can get this done in the next week. If -- if that's not
good enough for you, then too bad. You, know, I'm not -- I'm
not gonna sit here and play your bully games, you know, which
I've done for far too long, coddling you and trying to kind of
figure out something, you know, to accommodate you which is
impossible. So, you know, if you can't budge the lawyers
basically on anything, you know, it's your call. I'm just
telling you, I'm tired of the whole freakin' nonsense at this
point. And -- and I, I -- the only thing I'd like from you -
which, you know, I'm sure you're not gonna do, but uh, see if
you're gonna go ahead and start some stupid fight, you know, let
me know so I don't have to waste my time, you know, talking
about figuring out doing this buyout because it's a waste of my
fucking time basically at this point. Um, I'm in the office if
you want to talk about it but I will tell you that, I, I am not
gonna waste my time on this, you know, if you and Richard are
gonna, you know, make some stupid ass statement basically in
your normal rhetoric, as you call it, you know. Uh, I'm just
gonna say, "Fine, then we're in a battle. Take the next three
years and waste each other's time." Cause I got other things to
do so I can do this on part time basically. So, I'm not gonna
waste my time on it. Thanks."
**************
Because Mr. Pinkas knew that the stockholders overwhelmingly
favored liquidating Brantley, he conspired with Brantley's
attorneys to prevent all the votes from being counted at the
annual meeting of stockholders on September 17, 2002. The
following is a summary of the voting results on the contested
matters at the meeting (1) as Mr. Pinkas wants them and (2) if
all votes are counted. This matter is now in litigation.
Election of Directors
Pinkas Votes Only All Votes Counted (%)
Oliver 1,154,517 1,154,517 (42%)
Bryan 1,154,517 1,154,517 (42%)
Dakos 6,000 1,576,541 (58%)
Hellerman 6,000 1,576,491 (58%)
Liquidation
For 159,929 1,735,603 (61%)
Against 1,071,407 1,089,873 (39%)
Abstain 21,504 28,166
Termination
For 217,151 1,793,883 (64%)
Against 1,012,618 1,019,538 (36%)
Abstain 23,071 40,271
***************
Denying that he made an unsolicited offer to buy me out is not
Mr. Pinkas' only lie to stockholders. The following is an
edited excerpt from the transcript of Brantley's annual meeting
of stockholders held on September 17, 2002:
MR. PINKAS: The second point is that the proposal that we
have come up with now is a proposal that, yes, gives us a
little extra management fee on the rights offering, but
it's a very small piece because we're only raising $6 or $7
million from the shareholders, and what the shareholders
get as a benefit of that is they get the leverage from the
FDIC which is about $25 million, which you incorrectly
misstated in your proxy material stating that we would get
a fee on that. Our fee is not on debt, it is on net asset
value. Right now the corporation is $6 million in debt.
You should know that, you're a director. We don't take a
fee on that. At the end of the day, what we try to do is
fashion a proposal which will enhance shareholder value
with the least amount of extra management fee for us and
give the shareholders in effect dramatically more capital
working for them.
MR. GOLDSTEIN: Bob, you made statements that you
attributed to me -
MR. PINKAS: It's in writing, you're in writing saying we
wanted a 2.85 percent fee on the debt. We don't. It isn't
in there. You absolutely misstated that.
The following excerpt from the minutes of a meeting of
Brantley's board of directors held on February 28, 2002
conclusively demonstrates that Mr. Pinkas lied when he said he
didn't want to be paid a 2.85% fee on the debt.
In conjunction with such a rights offering, Mr. Pinkas
recommended that the Company apply for an SBIC license that
would allow it to utilize SBIC funding equal to two times
the amount raised from the rights offering in the form of
senior debt. The board unanimously approved the
recommendations. As a result of the proposed transaction
Mr. Pinkas also recommended that the board consider a
change to the advisory agreement that would permit the
advisor to receive a management fee on the SBIC funding.
After a discussion, the board approved the recommendation
by a vote of 7 to 1 with Phillip Goldstein being the only
dissenting director.
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Stockholders can now better evaluate Mr. Pinkas' credibility and
actions.