<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_]Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
BLACKROCK, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[BLACKROCK LOGO]
March 28, 2000
Dear Stockholder:
It is my pleasure to invite you to BlackRock, Inc.'s 2000 Annual Meeting
of Stockholders.
We will hold the meeting on Monday, May 1, 2000, beginning at 10:00
a.m., local time, at The New York Palace Hotel, 455 Madison Avenue, New
York, New York.
This booklet includes the Notice of Annual Meeting and the Proxy
Statement. The Proxy Statement describes the business that we will
conduct at the meeting and provides information about BlackRock. Our
1999 Annual Report to Stockholders accompanies these enclosures.
Your vote is important. Whether you plan to attend the meeting or not,
please review the enclosed material and complete, sign, date and return
the enclosed proxy card in the envelope provided so that the matters
coming before the meeting can be acted upon. If you attend the meeting
and prefer to vote in person, you may do so.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Laurence D. Fink
Laurence D. Fink
Chairman and Chief Executive Officer
BlackRock, Inc.
345 Park Avenue New York New York 10154
<PAGE>
[BLACKROCK LOGO]
March 28, 2000
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS
To The Stockholders:
We will hold the annual meeting of the stockholders of BlackRock, Inc.
at The New York Palace Hotel, 455 Madison Avenue, New York, New York, on
Monday, May 1, 2000, beginning at 10:00 a.m., local time. At our annual
meeting, we will ask you to:
(1) elect three Class I directors; and
(2) consider any other business that is properly presented at the
annual meeting.
You may vote at the annual meeting if you were a BlackRock stockholder
at the close of business on March 15, 2000.
We have enclosed a proxy statement, form of proxy and self-addressed
envelope. Please complete, date and sign the proxy card. Return it
promptly in the envelope provided, which requires no postage if mailed
in the United States. If you attend the meeting, you may withdraw your
proxy and vote in person, if you so choose.
By Order of the Board of Directors,
/s/ Robert P. Connolly
Robert P. Connolly
Corporate Secretary
BlackRock, Inc.
345 Park Avenue New York New York 10154
<PAGE>
[BLACKROCK LOGO]
March 28, 2000
PROXY STATEMENT
The proxy materials are delivered in connection with the solicitation by the
board of directors of BlackRock, Inc., a Delaware corporation, of proxies to
be voted at BlackRock's 2000 Annual Meeting of Stockholders and at any
adjournment or postponement.
You are invited to attend our 2000 Annual Meeting of Stockholders on May 1,
2000, beginning at 10:00 a.m., local time. The Meeting will be held at The New
York Palace Hotel, 455 Madison Avenue, New York, New York.
This Proxy Statement, form of proxy and voting instructions are being
mailed starting March 28, 2000.
Stockholders Entitled to Vote
Holders of record of BlackRock common stock at the close of business on
March 15, 2000 are entitled to receive this notice and to vote their shares of
common stock at the Annual Meeting. As of that date, 9,000,000 shares of
BlackRock's class A common stock, par value $0.01 per share, and 54,864,382
shares of BlackRock's class B common stock, par value $0.01per share, were
issued and outstanding. Holders of class A common stock are entitled to one
vote per share. Holders of class B common stock are entitled to five votes per
share. Holders of class A common stock and class B common stock vote together
as a single class on the matters to be considered at the annual meeting, and
their votes are counted and totaled together.
How To Vote
Mark your proxy, date and sign it, and return it to ChaseMellon Shareholder
Services, L.L.C. in the postage-paid envelope provided. If the envelope is
missing, please address your completed proxy card to BlackRock, Inc., c/o
ChaseMellon Shareholder Services, P.O. Box 1633, Church Street Station, New
York, New York 10277-1633.
Voting at the Annual Meeting
In the event you mail your proxy and you attend the Annual Meeting, you may
revoke your proxy and cast your vote personally at the Annual Meeting. If your
shares are held in the name of a bank, broker or other holder of record, you
must obtain a proxy, executed in your favor, from the holder of record to be
able to vote at the Meeting.
All shares that have been properly voted and not revoked will be voted at
the Annual Meeting. If you sign and return your proxy card but do not give
voting instructions, the shares represented by that proxy will be voted as
recommended by the board of directors.
Voting On Other Matters
If any other matters are properly presented at the Annual Meeting for
consideration, the persons named in the proxy will have the discretion to vote
on those matters for you. At the date this Proxy Statement went to press, we
did not know of any other matter to be raised at the Annual Meeting.
<PAGE>
Revocation of Proxies
Proxies may be revoked at any time before they are exercised by:
. written notice to the Corporate Secretary of BlackRock;
. timely delivery of a valid, later-dated proxy; or
. voting by ballot at the Annual Meeting.
Required Vote
The presence, in person or by proxy, of the holders of a majority of the
votes entitled to be cast by the stockholders entitled to vote at the Annual
Meeting is necessary to constitute a quorum. Abstentions and broker "non-
votes" are counted as present and entitled to vote for purposes of determining
a quorum. A broker "non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee
does not have discretionary voting power for that particular item and has not
received instructions from the beneficial owner.
A plurality of the votes cast is required for the election of directors.
Abstentions and broker "non-votes" are not counted in the voting tally for
purposes of the election of directors.
Cost of Proxy Solicitation
We will pay the expenses of soliciting proxies. Proxies may be solicited in
person or by mail, telephone, electronic transmission, and facsimile
transmission on our behalf by directors, officers or employees of BlackRock or
its subsidiaries. Brokerage houses and other custodians, nominees and
fiduciaries will be requested to forward soliciting materials to the
beneficial owners of the stock held of record by such persons.
List of Stockholders
A list of stockholders entitled to vote at the Annual Meeting will be
available at the Annual Meeting and for ten days prior to the Meeting, between
the hours of 8:45 a.m. and 4:30 p.m., at our offices at 345 Park Avenue, New
York, New York, by contacting the Corporate Secretary of BlackRock.
Multiple Copies of Annual Report to Stockholders
Our 1999 Annual Report to Stockholders accompanies this proxy statement. If
more than one copy of the Annual Report is sent to your address, we will
discontinue the mailing of reports on the accounts you select if you mark the
designated box on the enclosed proxy card.
At least one account must continue to receive the Annual Report. Mailing of
dividends and proxy materials will not be affected by your election to
discontinue future duplicate mailings of the Annual Report.
If you own shares of common stock through a bank, broker or other nominee
and receive more than one BlackRock Annual Report, contact the holder of
record to eliminate duplicate mailings.
2
<PAGE>
Confidentiality of Voting
BlackRock keeps all the proxies, ballots and voting tabulations confidential
as a matter of practice. BlackRock only lets its Inspector of Election,
ChaseMellon Shareholder Services, examine these documents.
Voting Results
Representatives of ChaseMellon Shareholder Services, our independent
tabulating agent, will count the votes and act as the Inspector of Election.
We will publish the voting results in our Form 10-Q for the first quarter of
2000, which we will file with the Securities and Exchange Commission in May
2000.
Annual Report
BlackRock will provide, without charge to each stockholder upon written
request, a copy (without exhibits, unless otherwise requested) of BlackRock's
Annual Report on Form 10-K for the year ended December 31, 1999, required to
be filed with the Securities and Exchange Commission. Requests for copies
should be addressed to Joseph Feliciani, Director of Accounting, BlackRock,
Inc., 345 Park Avenue, New York, New York 10154. Requests may also be directed
to (212) 409-3519 or via e-mail to [email protected]. Copies may also be
accessed electronically by means of the Securities and Exchange Commission's
home page on the Internet at www.sec.gov.
PRINCIPAL STOCKHOLDER
In October 1999, BlackRock sold 9,000,000 shares of class A common stock in
an initial public offering. Prior to that, BlackRock was owned by The PNC
Financial Services Group, Inc., formerly PNC Bank Corp. ("PNC"), and certain
BlackRock employees. Four of our ten directors are directors and/or executive
officers of PNC and PNC indirectly owns approximately 70.4% of our outstanding
common stock, representing 79.3% of the combined voting power of all classes
of voting stock of BlackRock. As long as PNC owns a majority of the voting
power of our common stock, PNC will be able to elect our entire board of
directors and generally to determine the outcome of all corporate actions
requiring stockholder approval. For further information, see "Item 1: Election
of Directors--Agreement on Certain Director Nominations" and "Certain
Relationships and Related Transactions."
ITEM 1
ELECTION OF DIRECTORS
BlackRock's amended and restated certificate of incorporation provides that
the board of directors will initially consist of six directors, which number
of directors may be increased or decreased by the board of directors. The
current number of authorized directors has been set at ten by the board of
directors. The board of directors is classified into three classes, designated
Class I, Class II and Class III, with terms initially expiring in 2000, 2001
and 2002, respectively. Thereafter, the term of office of the members of one
class of directors expires each year in rotation so that the members of one
class are elected at each annual meeting to serve for full three-year terms,
or until their successors are elected and qualified. Each class consists, as
nearly as may be possible, of one-third of the total number of directors
constituting the entire board of directors.
The persons named in the enclosed proxy intend to vote the proxy for the
election of each of the three nominees, unless you indicate on the proxy card
that your vote should be withheld from any or all such nominees. Each nominee
elected as a Director will continue in office until his or her successor has
been elected, or until his or her death, resignation or retirement.
3
<PAGE>
We expect each nominee for election as a Director to be able to serve if
elected. If any nominee is not able to serve, proxies will be voted in favor
of the remainder of those nominated and may be voted for substitute nominees,
unless the board of directors chooses to reduce the number of directors
serving on the board of directors.
The terms of office for the three directors in Class I expire at this Annual
Meeting. The board of directors has selected the nominees listed below for
election as Class I directors. The board of directors recommends a vote for
the election of these nominees as directors. If elected, each director will
serve until the annual meeting of stockholders in 2003 or until he or she is
succeeded by another qualified director who has been elected. The terms of
office of all other directors expire at the annual meeting in 2001 or 2002, as
the case may be. The following biographical information regarding the nominees
for director and each continuing director is as of March 7, 2000.
Nominees For Class I Directors Whose Terms Will Expire In 2003
Laurence D. Fink (age 47), Director, chairman and chief executive officer of
BlackRock since its formation in 1998 and of BlackRock's predecessor entities
since 1988. Mr. Fink is also the chairman of the management committee and co-
chair of the investment strategy group. He is also chairman of the boards of
BlackRock's closed-end funds, a director of BlackRock's offshore funds and
alternative investment vehicles, and chairman of the board of Nomura BlackRock
Asset Management Co., Ltd. Mr. Fink serves on the asset liability committee of
PNC Bank, N.A., the principal bank subsidiary of PNC ("PNC Bank").
Frank T. Nickell (age 52), Director since 1999, is president and chief
executive officer of Kelso & Company, a firm that manages private equity
investment partnerships and private equity investments. In addition,
Mr. Nickell is a director of The Bear Stearns Companies Inc., Earle M.
Jorgensen Company and Peebles, Inc.
Thomas H. O'Brien (age 63), Director since 1999, is chairman and chief
executive officer of PNC and PNC Bank, and a member of PNC's Office of the
Chairman. Mr. O'Brien will retire as chief executive officer, but not as
chairman, of PNC and PNC Bank on May 1, 2000. Mr. O'Brien is a Director of
Bell Atlantic Corp., US Airways Group Inc., and Hilb, Rogal & Hamilton Co.
Continuing Directors Whose Terms Expire In 2001
James E. Rohr (age 51), Director since 1998, is president, chief operating
officer and a director of PNC and PNC Bank and a member of PNC's Office of the
Chairman. He will become chief executive officer of PNC and PNC Bank on May 1,
2000. Mr. Rohr is also a director of PFPC Worldwide, Inc. ("PFPC Worldwide"),
PNC's investment servicing company. Mr. Rohr is a director of Allegheny
Technologies Incorporated, Equitable Resources, Inc. and Water Pik
Technologies, Inc.
Ralph L. Schlosstein (age 48), Director since 1999 and president of
BlackRock since its formation in 1998 and of BlackRock's predecessor entities
since 1988. Mr. Schlosstein is also a member of the management committee and
the investment strategy group. Mr. Schlosstein is president and a director of
BlackRock's closed-end funds and a director and officer of BlackRock's
alternative investment vehicles.
Lawrence M. Wagner (age 60), Director since 1999, is president, chief
executive officer and a director of The Hillman Company, a corporation engaged
in diversified investments and operations.
4
<PAGE>
Continuing Directors Whose Terms Expire In 2002
Murry S. Gerber (age 47), Director since 2000, is president, chief executive
officer and a director of Equitable Resources, Inc., an integrated energy
company. Mr. Gerber was the chief executive officer of Coral Energy, L.P. from
1996 through 1998. Mr. Gerber was the treasurer of Shell Oil Company from 1994
through 1996.
Walter E. Gregg, Jr. (age 58), Director since 1998, is vice chairman and a
director of PNC and a member of PNC's Office of the Chairman and a director of
PNC Bank. He also is a director of PFPC Worldwide.
James Grosfeld (age 63), Director since 1999, was formerly chairman of the
board and chief executive officer of Pulte Corporation, a home builder and
mortgage banking and financing company. In addition, Mr. Grosfeld is a
director of Copart, Inc.
Helen P. Pudlin (age 50), Director since 1998, is senior vice president and
general counsel of PNC and PNC Bank.
Agreement on Certain Director Nominations
BlackRock, PNC Asset Management, Inc., the indirect, wholly owned subsidiary
of PNC that holds PNC's shares of class B common stock, and certain employees
of BlackRock, or its affiliates, who hold shares of class B common stock, are
parties to a stockholders agreement.
Under the terms of the stockholders agreement (see "Certain Relationships
and Related Transactions-- Stockholders Agreement"), for so long as PNC owns
voting stock representing at least 25% of the voting power of the capital
stock of BlackRock, subject to applicable law, (i) the employee stockholders
agree to vote their shares for the election of the four director candidates
nominated by PNC and (ii) PNC agrees to vote its shares of Class B common
stock for the two director candidates nominated by the BlackRock management
committee. From and after the time PNC owns voting stock representing less
than 25% but more than 10% of the voting power of BlackRock, subject to
applicable law, (x) the employee stockholders agree to vote their PNC shares
for the election of two director candidates nominated by PNC and (y) PNC
agrees to vote its shares of class B common stock for two director candidates
nominated by the BlackRock management committee.
PNC's designees on the board of directors are currently Thomas H. O'Brien,
James E. Rohr, Walter E. Gregg, Jr. and Helen P. Pudlin. Laurence D. Fink and
Ralph L. Schlosstein have been designated by the BlackRock management
committee.
Other Executive Officers
In addition to Messrs. Fink and Schlosstein, the following persons serve as
BlackRock's executive officers:
Robert S. Kapito (age 43), vice chairman of BlackRock since its formation in
1998 and of BlackRock's predecessor entities since 1988. Mr. Kapito is also
head of the portfolio management group, co-head of the equity operating
committee, a member of the investment strategy group and a member of the
management committee. Mr. Kapito serves as a vice president of BlackRock's
closed-end funds and of the Smith Barney Adjustable Rate Government Income
Fund.
Paul L. Audet (age 46), managing director and chief financial officer of
BlackRock since 1998 and a member of the management committee and co-head of
the infrastructure operating committee. Prior to joining BlackRock in 1998,
Mr. Audet was a senior vice president at PNC, responsible for mergers and
acquisitions and for finance at PNC Asset Management Group, Inc.
Robert P. Connolly (age 46), managing director and general counsel of
BlackRock since 1998 and a member of the management committee. Mr. Connolly is
responsible for all legal affairs of BlackRock. Prior to joining
5
<PAGE>
PNC Asset Management Group, Inc. in 1997, Mr. Connolly was managing director
and general counsel of New England Funds, L.P.
Board and Committees
The board of directors has four standing committees: an Audit Committee; a
Compensation Committee; an Executive Committee; and a Nominating Committee.
The Audit Committee is responsible for recommending the annual appointment
of BlackRock's auditors, with whom the Audit Committee will review the scope
of the audit and non-audit assignments and related fees, accounting principles
used by BlackRock in financial reporting, internal auditing procedures and the
adequacy of BlackRock's risk management, compliance and internal control
procedures. In discharging its responsibilities, the Audit Committee is
entitled to rely upon the reports, findings, and representations of
BlackRock's auditors, legal counsel, and responsible officers. The Audit
Committee is presently composed of Messrs. Wagner (Chairman), Gerber and
Grosfeld. Messrs. Schlosstein and Rohr are non-voting observers of the Audit
Committee.
The Compensation Committee is responsible for administering BlackRock's
stock award and incentive plans and establishing the compensation for
BlackRock's executive officers. The Compensation Committee is presently
composed of Messrs. Nickell (Chairman), Fink, Gregg, Grosfeld and Wagner.
The Executive Committee has all the powers of the board of directors, except
as prohibited by applicable law or BlackRock's Bylaws and except to the extent
another committee has been accorded authority over the matter, and can
exercise such powers between meetings of the board of directors. The Executive
Committee is presently composed of Messrs. Fink (Chairman), Gregg, Nickell,
O'Brien and Wagner.
The Nominating Committee is responsible for reviewing the qualifications of
potential candidates for the board of directors, reporting its findings to the
board of directors and proposing nominations for board memberships for
approval by the board of directors and submission to the stockholders of
BlackRock for election. In performing the nominating function, the Nominating
Committee may consider director nominees recommended by stockholders. Such
recommendations must be submitted in writing no later than November 28, 2000
to the Corporate Secretary, BlackRock, Inc., 345 Park Avenue, New York, New
York 10154, and include the name, age, business address, residence, principal
occupation or employment and the class and number of shares of common stock
held by the nominee that would be required to be disclosed in a Proxy
Statement or other filings required to be made in connection with
solicitations of proxies for election of directors. For information on the
requirements governing stockholder nominations for the election of directors
to be made at an annual meeting of stockholders, please see the section
captioned "Requirements, Including Deadlines, for Submission of Proxy
Proposals, Nomination of Directors and Other Business of Stockholders." The
Nominating Committee is presently composed of Messrs. O'Brien (Chairman),
Fink, Grosfeld and Rohr.
The board of directors met three times during 1999. During 1999, the board
of directors' committees did not hold any meetings. In 1999, each director
then serving attended at least 75% of the meetings of the board of directors.
6
<PAGE>
Compensation of Directors
Directors who are also employees of BlackRock or PNC receive no compensation
for serving as directors or committee members. Directors who are not employees
of BlackRock or PNC (the "Independent Directors") receive total compensation
of $50,000 per year, and may elect to receive class A common stock valued at
fair market value in lieu of all or a portion of this compensation, pursuant
to BlackRock's Nonemployee Directors Stock Compensation Plan.
OWNERSHIP OF BLACKROCK COMMON STOCK
The following table sets forth certain information with respect to the
beneficial ownership of BlackRock's common stock as of March 17, 2000 by:
. Each person who is known by BlackRock to own beneficially more than 5%
of any class of outstanding shares of BlackRock common stock;
. Each of BlackRock's directors;
. Each of the executive officers named in the Summary Compensation Table;
and
. All of the BlackRock executive officers and directors as a group.
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<PAGE>
Except as otherwise noted, the beneficial owners named in the table have
sole voting and investment power with respect to all shares of common stock
shown as beneficially owned by them.
As of March 17, 2000, there were 9,000,000 shares of BlackRock's class A
common stock issued and outstanding and 54,864,382 shares of BlackRock's class
B common stock issued and outstanding.
<TABLE>
<CAPTION>
Amount of Percent of Percent of
beneficial class A class B
ownership of common stock common stock
common stock outstanding outstanding
------------ ------------ ------------
<S> <C> <C> <C>
PNC Asset Management, Inc.............. 44,935,000 0.00% 81.90%
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222
Alliance Capital Management L.P. (1)... 515,100 5.72% 0.00%
1345 Avenue of the Americas
New York, NY 10105
Baron Capital Group, Inc. (2).......... 528,000 5.87% 0.00%
767 Fifth Avenue
New York, NY 10153
Boston Partners Asset Management, L.P. 907,100 10.08% 0.00%
(3)...................................
28 State Street,
20th Floor
Boston, MA 02109
General Electric Company (4)........... 918,675 10.21% 0.00%
3135 Easton Turnpike
Fairfield, CT 06431
John Hancock Advisors, Inc. (5)........ 450,000 5.00% 0.00%
101 Huntington Avenue
Boston, MA 02199
Turner Investment Partners, Inc. (6)... 501,080 5.57% 0.00%
1235 Westlakes Drive, Ste. 350
Berwyn, PA 19312
Laurence D. Fink (7)................... 1,897,189 0.33% 3.40%
Murry S. Gerber........................ -- 0.00% 0.00%
Walter E. Gregg, Jr.................... 10,000 0.11% 0.00%
James Grosfeld (7)..................... 50,600 0.56% 0.00%
Frank T. Nickell....................... 65,000 0.72% 0.00%
Thomas H. O'Brien...................... 10,000 0.11% 0.00%
Helen P. Pudlin........................ 10,000 0.11% 0.00%
James E. Rohr.......................... 10,000 0.11% 0.00%
Ralph L. Schlosstein (7)............... 1,188,899 0.22% 2.13%
Lawrence M. Wagner (7)................. 2,000 0.02% 0.00%
Paul L. Audet.......................... 170,000 0.06% 0.30%
Robert P. Connolly..................... 56,931 0.00% 0.10%
Robert S. Kapito (7)................... 1,097,978 0.06% 1.99%
All directors and executive officers as
a group (13 persons).................. 4,568,597 2.42% 7.93%
</TABLE>
8
<PAGE>
- --------
(1) This information is obtained from a Schedule 13G filed on February 14,
2000 by AXA Assurances I.A.R.D. Mutuelle ("AXA I.A.R.D."), AXA Assurances
Vie Mutuelle ("AXA Vie"), AXA Conseil Vie Assurance Mutuelle ("AXA
Conseil"), AXA Courtage Assurance Mutuelle ("AXA Courtage"), AXA ("AXA")
and AXA Financial, Inc. ("AXA Financial"). Alliance Capital Management
L.P. ("Alliance") is a subsidiary of AXA Financial. AXA Financial is
controlled by AXA and AXA is controlled by AXA I.A.R.D., AXA Vie, AXA
Conseil and AXA Courtage. Alliance claims beneficial ownership of 515,100
shares of class A common stock. Each of AXA Financial, AXA, AXA I.A.R.D.,
AXA Vie, AXA Conseil and AXA Courtage disclaim beneficial ownership of
these securities. The principal business office of AXA Conseil is 100-101
Terrasse Boieldieu, 92042 Paris La Defense France. The principal business
office of AXA I.A.R.D. and AXA Vie is 21, rue de Chateaudun, 75009 Paris
France. The principal business office of AXA Courtage is 26, rue Louis le
Grand, 75002 Paris France. The principal business office of AXA is 9 Place
Vendome, 75001 Paris France. The principal business office of AXA
Financial is 1290 Avenue of the America, New York, NY 10104.
(2) This information is obtained from a Schedule 13G filed on February 11,
2000 by Baron Capital Group, Inc. ("BCG"), Baron Capital Management, Inc.
("BCM"), Baron Growth Fund ("BGF"), BAMCO, Inc. ("BAMCO") and Ronald
Baron. By virtue of an investment advisory agreement with its client,
BAMCO beneficially owns 500,000 shares of class A common stock. By virtue
of an investment advisory agreement with its client, BCM beneficially owns
28,000 shares of class A common stock. BAMCO and BCM are subsidiaries of
BCG. BGF is an investment advisory client of BAMCO. The total of these
528,000 shares of class A common stock are beneficially owned by Ronald
Baron, who has a controlling interest in BCG. BCG and Ronald Baron
disclaim beneficial ownership of the shares of class A common stock held
by their controlled entities to the extent such shares are held by persons
other than BCG and Ronald Baron. BAMCO and BCM disclaim beneficial
ownership of the shares of class A common stock held by their investment
advisory clients to the extent such shares are held by persons other than
BAMCO, BCM and their affiliates. The principal business office of BCM,
BGF, BAMCO and Ronald Baron is 767 Fifth Avenue, New York, NY 10153.
(3) This information is obtained from a Schedule 13G/A filed on March 9, 2000
by Boston Partners Asset Management, L.P. ("BPAM"), Boston Partners, Inc.
("Boston Partners") and Desmond John Heathwood. BPAM beneficially owns
907,100 shares of class A common stock. As sole general partner of BPAM,
Boston Partners may be deemed to own such shares owned by BPAM. As
principal stockholder of Boston Partners, Mr. Heathwood may be deemed to
own the shares that may be deemed to be owned by Boston Partners. The
principal business office of Boston Partners and Mr. Heathwood is 28 State
Street, 20th Floor, Boston, MA 02109.
(4) This information is obtained from a Schedule 13G filed on February 14,
2000 on behalf of General Electric Company ("GE"), General Electric
Investment Corporation, a wholly-owned subsidiary of GE ("GEIC"), GE Asset
Management Incorporated, a wholly-owned subsidiary of GE ("GEAM") and the
Trustees of General Electric Pension Trust ("GEPT"). GEIC acts as the
investment manager of GEPT, and may be deemed to be the owner of 851,911
shares of class A common stock owned by GEPT. GEAM acts as an investment
advisor to certain entities and accounts, and may be deemed to be the
beneficial owner of 66,764 shares of class A common stock owned by such
entities or accounts. GE disclaims beneficial ownership of these
securities. The principal business office of GEPT, GEIC and GEAM is 3003
Summer Street, Stamford, CT 06904.
(5) This information is obtained from a Schedule 13G filed on January 26, 2000
by John Hancock Advisors, Inc. ("JHA"), The Berkeley Financial Group, Inc.
("TBFG"), John Hancock Subsidiaries, Inc. ("JHSI") and John Hancock Mutual
Life Insurance Company ("JHMLIC"). These securities are held by the
Financial Industries Fund ("FIF"), an open-end diversified management
company advised by JHA. JHA has beneficial ownership of the securities
pursuant to an advisory agreement with FIF. JHA is a wholly-owned
subsidiary of TBFG. TBFG is a direct, wholly-owned subsidiary of JHSI.
JHSI is a direct, wholly-owned subsidiary of JHMLIC. Through their parent-
subsidiary relationship, each of TBFG, JHSI and JHMLIC have indirect,
beneficial ownership of these same shares. The principal business office
of JHMLIC and JHSI is located at John Hancock Place, P.O. Box 111, Boston,
MA 02117 and the principal business office of TBFG is located at 101
Huntington Avenue, Boston, MA 02199.
(6) This information is obtained from a Schedule 13G filed on March 17, 2000.
(7) Includes shares of BlackRock common stock held jointly and/or indirectly.
9
<PAGE>
OWNERSHIP OF PNC COMMON STOCK
The following table sets forth certain information with respect to the
beneficial ownership of PNC's common stock as of January 14, 2000 by:
. Each of BlackRock's directors;
. Each of the executive officers named in the Summary Compensation Table;
and
. All of the BlackRock executive officers and directors as a group.
Except as otherwise noted, each individual exercises sole voting power or
investment power over the shares of PNC common stock shown.
For purposes of the following security ownership table, beneficial ownership
includes any shares of PNC common stock as to which the individual has sole or
shared voting power or investment power and also any shares of PNC common
stock which the individual has the right to acquire within 60 days of January
14, 2000 through the exercise of any option, warrant or right.
<TABLE>
<CAPTION>
Amount of beneficial
ownership of PNC
common stock*
--------------------
<S> <C>
Laurence D. Fink............. 78,888(1)(2)
Murry S. Gerber.............. --
Walter E. Gregg, Jr.......... 213,840(1)(2)(4)
James Grosfeld............... --
Frank T. Nickell............. --
Thomas H. O'Brien............ 1,056,519(1)(2)(3)(4)(5)
Helen P. Pudlin.............. 61,862(2)(3)(4)(5)
James E. Rohr................ 517,641(1)(2)(3)(4)
Ralph L. Schlosstein......... 32,251(1)(2)
Lawrence M. Wagner........... 1,000(3)(5)
Paul L. Audet................ 41,200(2)(4)
Robert P. Connolly........... 7,724(1)(2)
Robert S. Kapito............. 20,871(1)(2)
All directors and executive
Officers as a group (13
persons).................... 2,031,796
</TABLE>
- --------
* As of January 14, 2000, there were 292,757,835 shares of PNC's common
stock issued and outstanding. The number of shares of PNC common stock
held by each individual is less than 1% of the outstanding shares of PNC
common stock; the total number of shares of PNC common stock held by the
group is also less than 1% of the class. These percentages were calculated
by adding shares subject to employee stock options to the foregoing
number, if the options were either exercisable as of January 14, 2000 or
exercisable within 60 days of that date.
(1) Includes shares of PNC common stock held in PNC's Incentive Savings Plan,
a qualified employee benefit defined contribution plan.
(2) Includes shares of PNC common stock subject to employee stock options held
by the directors and executive officers and either exercisable as of
January 14, 2000, or exercisable within 60 days of that date. The shares
subject to such options are as follows, for Messrs. Fink (75,000 shares),
Schlosstein (25,000 shares), Kapito (19,400 shares), O'Brien (499,118
shares), Rohr (368,280 shares), Gregg (173,017 shares), Audet (27,700
shares), Connolly (7,400 shares) and Ms. Pudlin (39,133 shares).
(3) Includes shares of PNC common stock held indirectly as trustee or
custodian, as to which the individual disclaims beneficial ownership.
(4) Includes shares of restricted PNC common stock held by each of Messrs.
O'Brien (81,000 shares), Rohr (41,625 shares), Gregg (30,375 shares),
Audet (13,500 shares) and Ms. Pudlin (8,438 shares).
(5) Includes shares of PNC common stock held by spouse or by children, as to
which the individual disclaims beneficial ownership.
10
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive officers to file reports of holdings of and transactions in
BlackRock shares with the SEC and the New York Stock Exchange. To BlackRock's
knowledge, based solely on copies of such reports and representations from
these reporting persons, we believe that in 1999 our directors and executive
officers met all applicable SEC filing requirements.
COMPENSATION OF EXECUTIVE OFFICERS
Summary of Compensation
The following summary compensation table sets forth information concerning
compensation earned in 1998 and 1999 by BlackRock's chief executive officer
and the next four highest compensated executive officers.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
-------------------------------------- ------------
Securities
Other Annual Underlying All Other
Name and Compensation Options/SARs Compensation
Principal Position Year Salary ($) Bonus ($) ($) (#) ($)
------------------ ---- ---------- --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Laurence D. Fink........ 1999 500,000 5,641,045 -- 37,500(1) 5,643,117(3)(4)
Chairman and Chief 1998 300,000 5,641,855 263,217(15) 35,000(2) 18,000(9)
Executive Officer
Ralph L. Schlosstein.... 1999 400,000 3,345,595 -- 30,000(1) 3,414,039(3)(4)
President 1998 225,000 3,435,163 164,776(15) 25,000(2) 13,500(10)
Robert S. Kapito........ 1999 350,000 6,230,474 -- 22,500(1) 1,699,150(3)(4)
Vice Chairman 1998 150,000 4,586,736 154,068(15) 10,000(2) 9,000(11)
Paul L. Audet........... 1999 260,000 490,000 82,470(15) 22,500(1) 17,934(5)
Chief Financial Officer 1998 257,692(6) 300,000(8) 1,260(12) 15,000(2) 43,285(13)
Robert P. Connolly...... 1999 250,000 400,000 -- 17,500(1) 9,600(4)
General Counsel 1998 250,000(7) 210,000 12,334(15) 7,400(2) 28,004(14)
</TABLE>
- --------
(1) Includes a grant on September 30, 1999 of 12,500 options to purchase
BlackRock class A common stock at an exercise price of $14 per share
which become exercisable ratably over a three-year period beginning on
October 1, 2000. Also includes a grant on February 17, 1999 of options to
purchase 25,000, 17,500, 10,000, 10,000 and 5,000 shares of PNC common
stock by each of Messrs. Fink, Schlosstein, Kapito, Audet and Connolly,
respectively, at an exercise price of $50.46875 which become exercisable
ratably over a three-year period beginning on February 17, 2000.
(2) Represents options to purchase PNC common stock. The options granted to
Messrs. Fink, Schlosstein and Kapito have a grant date of May 28, 1998,
became exercisable on May 28, 1999 and have an exercise price of
$57.8125. The options granted to Messrs. Audet and Connolly have a grant
date of February 19, 1998, became exercisable on February 19, 1999 and
have an exercise price of $54.7188.
(3) Represents payout of incentive compensation in connection with the
liquidation of BlackRock Asset Investors.
(4) Includes $9,600 matching contribution to PNC Incentive Savings Plan.
(5) Represents $10,000 in relocation and $7,934 insurance premium paid by
PNC.
(6) $40,000 as BlackRock Executive.
(7) $182,692 as BlackRock Executive.
(8) $200,000 as BlackRock Executive.
11
<PAGE>
(9) Includes $9,600 matching contribution to PNC Incentive Savings Plan and
$8,400 contributions to the non-qualified plan.
(10) Includes $9,600 matching contribution to PNC Incentive Savings Plan and
$3,900 contributions to the non-qualified plan.
(11) Represents $9,000 matching contribution to PNC Incentive Savings Plan.
(12) Represents reimbursement of $1,260 from PNC for certain tax liabilities
(club membership).
(13) Includes $6,913 insurance premium paid by PNC and $36,372 for relocation.
(14) Includes $5,192 matching contribution to PNC Incentive Savings Plan and
$22,812 for relocation.
(15) Includes value of discount to fair market value of purchased stock by
each of Messrs. Audet ($82,470), Fink ($263,217), Schlosstein ($164,776),
Kapito ($154,068) and Connolly ($12,334).
BlackRock Stock Options
The following table sets forth information concerning the grant of BlackRock
stock options to each of BlackRock's chief executive officer and the other
executive officers named in the Summary Compensation Table during 1999.
BlackRock Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------------
% of Total
Number of Options
Securities Granted to
Underlying BlackRock Exercise or Grant Date
Options Employees in Base Price Expiration Present
Name Granted (1) Fiscal Year ($/SH) Date Value ($) (2)
- ---- ----------- ------------ ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Laurence D. Fink........ 12,500 1.18% 14.00 9/30/09 81,375
Ralph L. Schlosstein.... 12,500 1.18% 14.00 9/30/09 81,375
Robert S. Kapito........ 12,500 1.18% 14.00 9/30/09 81,375
Paul L. Audet........... 12,500 1.18% 14.00 9/30/09 81,375
Robert P. Connolly...... 12,500 1.18% 14.00 9/30/09 81,375
</TABLE>
- --------
(1) The options granted to Messrs. Fink, Schlosstein, Kapito, Audet and
Connolly have a grant date of September 30, 1999, and become exercisable
ratably over a three-year period beginning on October 1, 2000.
(2) The chart below shows the assumptions used to determine the grant date
present value per option. BlackRock in no way intends to provide any
predictions or assurances with respect to option or common stock values,
as some of the underlying assumptions are highly subjective.
<TABLE>
<CAPTION>
Annualized
Market Exercise Risk Free Rate Estimated Dollar Value
Grant Date Price Price Volatility of Return Useful Life Dividend Yield @ of Option
---------- ------ -------- ---------- -------------- ----------- ---------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
9/30/99 $14.00 $14.00 .275 7.08% 7 Years 0% $6.51
</TABLE>
12
<PAGE>
PNC Stock Options
The following table sets forth information concerning the grant of PNC stock
options to each of BlackRock's chief executive officer and the other executive
officers named in the Summary Compensation Table during 1999.
PNC Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------
Number of % of Total
Securities Options Granted
Underlying to PNC Exercise or Grant Date
Options Employees in Base Price Expiration Present
Name Granted (1) Fiscal Year ($/SH) Date Value ($)(2)
- ---- ----------- --------------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Laurence D. Fink........ 25,000 0.70% 50.468750 2/17/09 252,162
Ralph L. Schlosstein.... 17,500 0.49% 50.468750 2/17/09 176,514
Robert S. Kapito........ 10,000 0.28% 50.468750 2/17/09 100,865
Paul L. Audet........... 10,000 0.28% 50.468750 2/17/09 100,865
Robert P. Connolly...... 5,000 0.14% 50.468750 2/17/09 50,432
</TABLE>
- --------
(1) The options granted to Messrs. Fink, Schlosstein, Kapito, Audet and
Connolly have a grant date of February 17, 1999, and become exercisable
ratably over a three-year period beginning on February 17, 2000.
(2) The chart below shows the assumptions used to determine the grant date
present value per option. PNC in no way intends to provide any predictions
or assurances with respect to option or common stock values, as some of
the underlying assumptions are highly subjective.
<TABLE>
<CAPTION>
Annualized
Market Exercise Risk Free Rate Estimated Dollar Value
Grant Date Price Price Volatility of Return Useful Life Dividend Yield @ of Option
---------- ------ -------- ---------- -------------- ----------- ---------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
2/17/99 $50.47 $50.47 0.225 5.12% 6 Years 3.60% $10.09
</TABLE>
Exercise of BlackRock Options
The following table sets forth information concerning the exercise of
BlackRock stock options during 1999 by each of BlackRock's chief executive
officer and the other executive officers named in the Summary Compensation
Table and the fiscal year-end value of unexercised options.
Aggregated BlackRock Option Exercises in Last Fiscal Year and Fiscal Year-End
Options Values
<TABLE>
<CAPTION>
Number of Securities
Underlying
Shares Unexercised Value of Unexercised
Acquired on Value BlackRock Options In-the-Money BlackRock
Exercise Realized At FY-End Options at FY-End
----------- -------- ------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Laurence D. Fink........ 0 $-- 0 12,500 $-- $39,850
Ralph L. Schlosstein.... 0 -- 0 12,500 -- 39,850
Robert S. Kapito........ 0 -- 0 12,500 -- 39,850
Paul L. Audet........... 0 -- 0 12,500 -- 39,850
Robert P. Connolly...... 0 -- 0 12,500 -- 39,850
</TABLE>
13
<PAGE>
Exercise of PNC Options
The following table sets forth information concerning the exercise of PNC
stock options during 1999 by each of BlackRock's chief executive officer and
the other executive officers named in the Summary Compensation Table and the
fiscal year-end value of unexercised options.
Aggregated PNC Option Exercises in Last Fiscal Year and Fiscal Year-End
Options Values
<TABLE>
<CAPTION>
Number of Securities
Shares Underlying Value of Unexercised
Acquired on Value Unexercised PNC Options In-the-Money PNC Options
Exercise Realized At FY-End at FY-End
----------- -------- ------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Laurence D. Fink........ 0 $-- 75,000 25,000 $582,502 $--
Ralph L. Schlosstein.... 0 -- 25,000 17,500 -- --
Robert S. Kapito........ 0 -- 19,400 10,000 9,107 --
Paul L. Audet........... 0 -- 27,700 10,000 12,304 --
Robert P. Connolly...... 0 -- 7,400 5,000 -- --
</TABLE>
PNC Defined Benefit or Actuarial Plan
Mr. Audet and Mr. Connolly are the only BlackRock executive officers who
participate in PNC's pension plan. Mr. Audet and Mr. Connolly would receive
estimated total annual benefits (including those payable by supplemental non-
qualified pension plans) upon retirement at age 65 equal to $469,849 and
$101,598, respectively. The benefits have been projected assuming that (a) Mr.
Audet's and Mr. Connolly's salaries remain constant and (b) the 30-year U.S.
Treasury Bond rate until retirement is 7.0%.
14
<PAGE>
Compensation Report
The following is the compensation report to stockholders on BlackRock's
executive compensation policies with respect to compensation reported for
fiscal year 1999. Since the members who comprise the Compensation Committee
were not elected until December 1999, this report is issued by the board of
directors of BlackRock who were members of the board of directors of BlackRock
at the time that executive compensation for 1999 was determined. The Proxy
Statement for the 2001 Annual Meeting of Stockholders will contain a
Compensation Report issued by the Compensation Committee. In accordance with
the rules of the SEC, this report shall not be incorporated by reference into
any of BlackRock's filings made under the Securities Exchange Act of 1934 or
under the Securities Act of 1933.
Report on Executive Compensation for Fiscal Year 1999
Key compensation-related responsibilities of the board of directors, with
respect to executive compensation for 1999, and for the Compensation Committee
in the future are as follows:
. Review BlackRock's executive compensation program and determine whether
it remains effective to attract, motivate, and retain executive officers
capable of making significant contributions to the long-term success of
the Company, consistent with stockholder interests;
. Review and adopt, or recommend to the board of directors, as
appropriate, the adoption of new, or the amendment of existing,
executive compensation plans;
. Perform such duties and responsibilities as may be assigned under the
terms of any executive compensation plan;
. Consult with the Chief Executive Officer regarding, and approve in its
discretion, actions involving the base salaries, incentive awards and
grants, and long-term awards with respect to the executive officers;
. Review perquisites and other personal benefits provided to BlackRock's
executive officers; and
. Review and prepare reports and other material related to executive
compensation disclosure.
The board of directors, with respect to executive compensation for 1999, and
the Compensation Committee in the future, will function as follows:
. Utilize comparative compensation data for the financial services
industry and key management positions obtained from a nationally-
recognized compensation consulting firm. This compensation data covers a
peer group of selected investment management industry companies which
compete in markets served by BlackRock.
. Review and align BlackRock's financial performance with the compensation
paid to its executive officers.
. Obtain assistance from:
. A nationally recognized independent compensation consultant; and
. BlackRock's internal support staff.
BlackRock's executive compensation program is designed to:
. Attract, motivate and retain executive officers capable of making
significant contributions to BlackRock's long-term success, consistent
with stockholder interests;
. Place a significant proportion of an executive officer's total
compensation at risk by tying it to BlackRock's financial and common
stock price performance; and
. Align the interests of executive officers with those of stockholders.
15
<PAGE>
The three primary components of BlackRock's executive compensation program
are base salary, annual incentive awards and long-term incentive awards.
Base salary
. BlackRock's philosophy is to compensate its executives with a higher
proportion of variable compensation in relation to base salary than is
typical in the investment management industry.
Annual incentive awards
. Annual incentive awards are made under BlackRock's 1999 Annual Incentive
Performance Plan (the "Annual Incentive Performance Plan"). Cash
payments are made under the Annual Incentive Performance Plan based on
the achievement by participants of certain performance goals.
Performance goals may include a threshold level of performance below
which no payment shall be made and levels of performance at which
specified amounts shall be paid. The goal of the Annual Incentive
Performance Plan is to create a strong alignment between the
profitability of BlackRock and compensation payable under the Annual
Incentive Performance Plan.
Long-term incentive awards
. Long-term incentive awards are made under BlackRock's 1999 Stock Award
and Incentive Plan and BlackRock's Amended and Restated Long-Term
Deferred Compensation Plan (the "Deferred Plan"). Long-term incentives
are designed to align the interests of employees with long-term
stockholder interests through the ownership of BlackRock equity. This is
accomplished through direct ownership of shares, ownership of shares
pursuant to the Deferred Plan and through the award of stock options.
Chief Executive Officer compensation
With input from an independent compensation consultant, the board of
directors discussed matters affecting Mr. Fink's compensation and compared it
against a peer universe of investment management industry companies that
compete in markets serviced by BlackRock, without Mr. Fink or other officers
present. This independent compensation consultant annually conducts a survey
and prepares a detailed report analyzing the business, financial and
compensation practices in the investment management industry.
Based on the results of the independent compensation consultant's annual
survey and reports regarding compensation for chief executive officers in the
investment management industry, the board of directors authorized Mr. Fink's
compensation package for 1999, which included both base salary and bonus
components. In determining Mr. Fink's compensation, the board of directors
considered Mr. Fink's performance during the year. The categories upon which
his performance was evaluated included: the growth in earnings and
profitability of the firm, the overall performance of the firm including the
growth in assets under management, his leadership, decision-making skills,
experience and knowledge; as well as the firm's strategic positioning for
future performance and growth.
The board of directors authorized a base salary in the amount of $500,000 and
a bonus award under the Annual Incentive Performance Plan of $5,641,045 that
was tied directly to the performance of the firm for 1999. Mr. Fink also
received a one-time pay-out of $5,633,517 associated with the liquidation of
BlackRock Asset Investors in accordance with various incentive arrangements and
agreements with PNC and the fund. At the time of BlackRock's initial public
offering, Mr. Fink was granted options to purchase 12,500 shares of class A
common stock at a purchase price of $14.00 per share. These options will vest
and become exercisable one-third ratably upon the end of the first, second and
third anniversary dates of the initial public offering, which occurred on
October 1, 1999.
16
<PAGE>
Tax policy
. Section 162(m) of the Internal Revenue Code disallows a federal income
tax deduction for compensation over $1 million paid to the Chief
Executive Officer and any of the executive officers included in the
compensation tables preceding this report, subject to certain
exceptions.
. Pursuant to transitional rules set forth in the regulations under
Section 162(m) of the Code, the $1 million deduction limit did not apply
to the compensation paid to the Chief Executive Officer and any of the
executive officers of BlackRock in 1999 and will not apply to the
compensation paid to the Chief Executive Officer and any of the
executive officers of BlackRock in 2000. Accordingly, all such
compensation paid prior to such time will be deductible by BlackRock.
MEMBERS OF THE BOARD OF DIRECTORS WHO
DETERMINED 1999 EXECUTIVE COMPENSATION
Laurence D. Fink
Walter E. Gregg, Jr.
Thomas H. O'Brien
Helen P. Pudlin
James E. Rohr
Ralph L. Schlosstein
17
<PAGE>
Compensation Committee Interlocks and Insider Participation
Mr. Fink, the Chief Executive Officer of BlackRock, is a member of the
Compensation Committee. He will not take part in any decisions pertaining to
his compensation and will not take part in any decisions pertaining to the
granting of stock options or restricted stock or the determination of bonuses
for any executive officer.
Mr. Nickell, a director of BlackRock and a member of the Compensation
Committee, is the president and chief executive officer of a company which
provides advisory services to a limited liability company created by
BlackRock. He will take part in all meetings and discussions of the
Compensation Committee, but will not take part in any decisions pertaining to
the grant of stock options or restricted stock for any executive officer. See
"Certain Relationships and Related Transactions--Transactions with Directors."
Employment Agreements
BlackRock has entered into employment agreements and stock arrangements with
the executive officers named in the Summary Compensation Table. The named
executive officers are generally referred to as "executives." The employment
agreements provide for compensation for each executive in the form of an
annual base salary and an annual bonus in an amount determined by BlackRock
and provide that BlackRock's management committee will manage the day-to-day
operations of BlackRock. Generally, these agreements expire on December 31,
2002.
The employment agreements provide that the employment of an executive will
terminate upon the death or disability of the executive, and may be terminated
by BlackRock for cause or good reason or by the executive by reason of a
deficient opportunity (as defined in the employment agreements). If BlackRock
terminates Mr. Fink's employment for good reason, any transferability
restrictions on his shares will lapse under the stockholders agreement in
addition to the other circumstances under which restrictions lapse as
described under "Certain Relationships and Related Transactions--Stockholders
Agreement." Other than Mr. Fink's employment agreement, the employment
agreements provide that the determination as to whether an executive's
termination of employment is for cause or good reason can only be made by
BlackRock's chief executive officer and a majority of the members of its
management committee, other than that executive. Mr. Fink's employment
agreement provides that such a determination will be made by BlackRock's board
of directors.
The employment agreements also provide that, following a change in control
of BlackRock (as defined in the employment agreements) or a change in control
of PNC (as defined in the employment agreements), an executive will be
entitled to a severance payment equal to either one or two times the sum of
the executive's base salary and annual bonus for the immediately prior fiscal
year upon the termination of the executive's employment by BlackRock without
cause or good reason or by the executive by reason of a deficient opportunity,
subject to the executive's compliance with the surviving provisions of the
employment agreement. In the case of Messrs. Fink, Schlosstein and Kapito, the
payment is equal to two times the sum of the executive's base salary and
annual bonus for the immediately prior fiscal year, and in the case of Messrs.
Audet and Connolly, the payment is equal to one times the sum of the
executive's base salary and annual bonus for the immediately prior fiscal
year. For Messrs. Audet and Connolly, a deficient opportunity only occurs
following a change in control of BlackRock or a change in control of PNC.
The employment agreements also provide, in the event that BlackRock's
management committee ceases to manage the day-to-day operations of BlackRock
without its consent, the restrictions on transfers of BlackRock shares
described under "Certain Relationships and Related Transactions--Stockholders
Agreement" will lapse on the earlier of (i) the date or dates such
restrictions would otherwise have lapsed or (ii) the first anniversary of the
date on which BlackRock's chief executive officer and its management committee
ceased managing the day-to-day operations of BlackRock.
18
<PAGE>
The employment agreements also contain various restrictive covenants
applicable to the executive during his or her employment and upon the
termination of the executive's employment, including provisions relating to
non-disparagement, non-solicitation of clients, non-hiring of employees and
non-disclosure of confidential information and, for some executives, non-
competition.
COMMON STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on
BlackRock's class A common stock from October 1, 1999 (the date BlackRock
became a public company) through December 31, 1999, with the cumulative total
return of the Standard & Poor's 500 Stock Index ("S&P 500") and the SNL
Investment Advisor Index. The graph assumes the investment of $100 in the
Company's class A common stock and in each of the two indices on October 1,
1999 and the reinvestment of all dividends. The initial public offering price
of BlackRock's class A common stock was $14.00 per share.
[BlackRock, Inc. Line Chart]
[GRAPH]
BlackRock, SNL Investment
Date Inc. S&P 500 Adviser Index
10/01/99 100.00 100.00 100.00
11/01/99 104.42 105.63 113.23
12/01/99 131.42 109.19 112.41
12/31/99 121.68 114.87 116.78
Period Ending
-----------------------------------------
Index 10/01/99 11/01/99 12/01/99 12/31/99
------------------------------------------------------------------------
BlackRock 100.00 104.42 131.42 121.68
S&P 500 100.00 105.63 109.19 114.87
SNL Investment Advisor Index 100.00 113.23 112.41 116.78
THIS SECTION ENTITLED "COMMON STOCK PERFORMANCE GRAPH" SHALL NOT BE
INCORPORATED BY REFERENCE INTO ANY FUTURE FILINGS BY BLACKROCK UNDER THE
SECURITIES ACT OR EXCHANGE ACT, AND SHALL NOT BE DEEMED TO BE SOLICITING
MATERIAL OR TO BE FILED UNDER THE SECURITIES ACT OR EXCHANGE ACT.
19
<PAGE>
INDEPENDENT AUDITORS
At its meeting on February 25, 1999, the board of directors, upon the
recommendation of its Audit Committee, appointed Ernst & Young LLP to serve as
our independent auditors for 2000.
Representatives of Ernst & Young LLP will be present at the Annual Meeting
to answer questions. They will also have the opportunity to make a statement
if they desire to do so.
REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS,
NOMINATION OF DIRECTORS AND OTHER BUSINESS OF STOCKHOLDERS
Under our Bylaws, and as permitted by the rules of the SEC, certain
procedures are provided which a stockholder must follow to nominate persons
for election as directors or to introduce an item of business at an annual
meeting of stockholders. These procedures provide that nominations for
director nominees and/or an item of business to be introduced at an annual
meeting of stockholders must be submitted in writing to the Corporate
Secretary of BlackRock at 345 Park Avenue, New York, NY 10154. We must receive
the notice of your intention to introduce a nomination or proposed item of
business at our 2001 Annual Meeting:
. not less than 120 days nor more than 150 days prior to the anniversary
of the mailing date of BlackRock's proxy materials for the immediately
preceding annual meeting of stockholders; or
. not later than 10 days following the day on which notice of the date of
the annual meeting was mailed to stockholders or public disclosure of
the date of the annual meeting was made, whichever comes first, in the
event that next year's annual meeting is not held within 30 days before
or after the anniversary date of the immediately preceding annual
meeting.
Assuming that our 2001 Annual Meeting is held within 30 days preceding the
anniversary of the 2000 Annual Meeting, we must receive notice of your
intention to introduce a nomination or other item of business at that meeting
by November 28, 2000. If we do not receive notice by that date, or if we meet
other requirements of the SEC rules, the persons named as proxies in the proxy
materials relating to that meeting will use their discretion in voting the
proxies when these matters are raised at the meeting.
The nomination must contain the following information about the nominee:
. name;
. age;
. business and residence addresses;
. principal occupation or employment; and
. the class and number of shares of common stock held by the nominee that
would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for
election of directors.
Notice of a proposed item of business must include:
. a brief description of the substance of, and the reasons for, conducting
such business at the annual meeting;
. the stockholder's name and address;
. the class and number of shares of common stock held by the stockholder
(with supporting documentation where appropriate);
. any material interest of the stockholder in such business; and
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. a representation that such stockholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting.
The chairman of the meeting may refuse to allow the transaction of any
business not presented beforehand, or to acknowledge the nomination of any
person not made, in compliance with the foregoing procedures.
Whether or not you plan to attend the Meeting, please vote by marking,
signing, dating and promptly returning the enclosed proxy in the enclosed
envelope. No postage is required for mailing in the United States.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with PNC and its Subsidiaries
PNC beneficially owns approximately 79.3% of the combined voting power and
70.4% of the shares of BlackRock's outstanding common stock.
BlackRock provides risk management advisory services to PNC's corporate and
line of business asset/liability management committees for which it received
an annual fee of $5.0 million for 1999. BlackRock provides model portfolio and
investment research services to PNC Advisors for which it received an annual
fee of $4.4 million for 1999.
BlackRock acts as the investment adviser for certain commingled funds or
separate accounts that are either sponsored by PNC affiliated entities or are
PNC clients. In most instances, these advisory and administration services are
provided in accordance with formal advisory agreements. BlackRock is generally
compensated on the basis of fees calculated as a percentage of the market
value of the assets under management. Investment advisory and administration
fees associated with PNC affiliated entities other than BlackRock for 1999
amounted to $8.3 million.
At December 31, 1999, clients of PNC affiliated entities maintained
approximately $19.2 billion of investments in the BlackRock Funds, which
represents approximately 70.3% of the assets in the BlackRock Funds. For the
year ended December 31, 1999, BlackRock earned approximately $100.1 million in
investment advisory and administrative fees on PNC client investments in the
BlackRock Funds. BlackRock pays fees to PNC affiliated entities associated
with maintaining their client investments in the BlackRock Funds. BlackRock
also pays co-administration fees to a PNC mutual fund servicing affiliate for
administrative services provided to the Provident Institutional Funds. Costs
for these services are based on a percentage of the market value of assets
under management. Fund administration and servicing costs-affiliates for 1999
were $78.7 million .
Pursuant to an administrative services agreement, PNC provides BlackRock
with certain management and administrative services. The services include
legal, audit, employee benefit, payroll and information services. As
consideration for these services, BlackRock pays PNC a monthly fee based on
actual usage of the services or on defined formulas which, in management's
view, result in reasonable charges. Total expense for these services was $3.4
million for 1999.
Pursuant to a master lease agreement with an affiliate of PNC dated July 1,
1999, BlackRock currently leases approximately 22,500 square feet of office
space at 400 Bellevue Parkway, Wilmington, Delaware 19805 and 24,000 square
feet of office space at 1600 Market Street, Philadelphia, Pennsylvania 19103.
The lease has an initial term of 18 months and BlackRock has the right to
renew the lease for two consecutive terms of two years each. The lease calls
for annual lease payments of approximately $1.4 million. BlackRock believes
that the price and other terms under the lease are at least as favorable as
prices and terms being offered generally in the same marketplaces by unrelated
parties for comparable space.
Pursuant to an assignment and assumption agreement dated November 12, 1999,
BlackRock Institutional Management Corporation, a subsidiary of BlackRock,
agreed to assume all of the obligations of an affiliate of PNC to purchase,
for a purchase price of $3.5 million, property located at 100 Bellevue
Parkway, Wilmington, Delaware 19805.
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BlackRock has a $175 million revolving credit facility dated February 28,
1996, as amended, with PNC Bank, which bears interest at PNC Bank's prime rate
and is not terminable by the bank except in the event of a default. As of
January 1, 1999, there was $150 million outstanding under the $175 million
revolving credit facility. BlackRock repaid $25 million on June 28, 1999 and,
with the $115 million net proceeds of its initial public offering and $10
million in cash from its operations, repaid the $125 million outstanding
balance. No amounts are presently due and outstanding under the $175 million
revolving credit facility. In addition, at December 31, 1999, BlackRock had
debt outstanding of $28.2 million on an unsecured note due February 28, 2000
with B.P. Partners, L.P. BP Partners, L.P. is a limited partnership comprised
of former partners of BlackRock Financial Management L.P. who received notes
as part of the purchase price for BFM. The unsecured note bore interest at a
fixed rate of 7.5% and was unconditionally guaranteed by PNC. All amounts due
under the unsecured note were repaid on February 28, 2000. Interest expense
paid by BlackRock on the $175 million revolving credit facility and the
unsecured note for the year ended December 31, 1999 was $10.9 million.
Tax Sharing Policy and Tax Disaffiliation Agreement with PNC
Through the completion of its initial public offering, BlackRock
participated in the PNC and PNC Asset Management, Inc. tax sharing policies.
The PNC tax sharing policy provides, among other things, that the consolidated
federal income tax liability for all 80% or more owned subsidiaries of PNC
included in the PNC consolidated federal income tax return will generally be
allocated to each subsidiary based on their separately calculated liability.
Because BlackRock and its subsidiaries were not eligible to join PNC's
consolidated federal income tax return after March 31, 1998, the provisions of
such policy related to federal income taxes were not applicable to BlackRock
for federal income tax periods beginning after that date. BlackRock has,
however, participated in the PNC Asset Management, Inc. tax sharing policy,
the provisions of which are generally identical to those of the PNC tax
sharing policy, with respect to PNC Asset Management, Inc. consolidated
federal income tax returns for taxable periods beginning after March 31, 1998.
BlackRock was subject to the state and municipal provisions of the PNC tax
sharing policy through the completion of the initial public offering. The PNC
tax sharing policy generally provides that state and municipal income tax
liabilities are determined as if each PNC subsidiary has filed a separate
return. In the event that a state or municipality imposes income and/or
franchise taxes on two or more individual PNC subsidiaries, on a consolidated,
combined or unitary basis, the income tax liability is allocated to those
subsidiaries whose business operations generated the liability.
On October 6, 1999, PNC and BlackRock entered into a tax disaffiliation
agreement (the "Tax Disaffiliation Agreement") that sets forth each party's
rights and obligations with respect to income tax payments and refunds for
taxable periods before and after the completion of BlackRock's initial public
offering and also addresses related matters such as the filing of tax returns
and the conduct of audits or other proceedings involving claims made by taxing
authorities.
As described above, prior to the completion of BlackRock's initial public
offering, BlackRock and its subsidiaries were included in consolidated,
combined and unitary income and franchise tax returns with PNC and/or certain
of its subsidiaries, including PNC Asset Management, Inc. Under the Tax
Disaffiliation Agreement, PNC or PNC Asset Management, Inc. is responsible for
preparing and filing all of such consolidated, combined and unitary income tax
returns. In addition, BlackRock generally agrees to indemnify PNC and PNC
Asset Management, Inc. for income taxes relating to the taxable period, or
portion thereof, beginning before the completion of the initial public
offering to the extent such income taxes are attributable to BlackRock.
BlackRock's share of the income tax liability with respect to federal
consolidated income tax returns including PNC and/or PNC Asset Management,
Inc. generally is based upon the tax liability that would have been incurred
by BlackRock and its subsidiaries if such group had filed its own federal
consolidated income tax return and with respect to state or municipal combined
or unitary income or franchise tax returns including PNC and/or certain of its
subsidiaries is generally based upon an allocation to BlackRock of a
percentage of the total tax liability based upon BlackRock's level of activity
in such state or municipality. PNC and PNC Asset Management, Inc. agreed to
indemnify BlackRock for all other income and franchise taxes relating to the
taxable period, or portion thereof, ending on or before the completion of
BlackRock's initial public offering. PNC and
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PNC Asset Management, Inc. also have exclusive control over any audits or
other proceedings involving claims made by taxing authorities with respect to
such consolidated, combined or unitary tax returns, notwithstanding that such
audits or proceedings may result in a liability to BlackRock under the Tax
Disaffiliation Agreement. PNC is obligated to consult with BlackRock and take
the best interests of all parties into account in the conduct of such audits
or proceedings.
Upon completion of the initial public offering, BlackRock began filing its
own separate consolidated federal income tax return for taxable periods
beginning after the date of BlackRock's initial public offering. BlackRock
will file separate state and municipal income and franchise tax returns or may
be included in state and municipal income and franchise tax returns with one
or more PNC subsidiaries on a combined or unitary basis. If BlackRock is
included in a group's combined or unitary state or municipal income tax filing
with other PNC subsidiaries, BlackRock's share of the group's liability will
generally be based upon an allocation to BlackRock of a percentage of the
total tax liability based upon BlackRock's level of activity in such state or
municipality.
IPO Agreement with PNC
General
BlackRock has entered into an initial public offering agreement, dated
September 30, 1999, with PNC and PNC Asset Management, Inc. (the "IPO
Agreement") which governs the parties' respective rights and duties with
respect to BlackRock's initial public offering, and sets forth covenants
BlackRock and PNC have agreed to for various periods following the initial
public offering.
Subsequent issuances of common stock and additional purchases of common stock
by PNC
The IPO Agreement provides that at any time following BlackRock's initial
public offering until the date on which PNC or another person (a "PNC
transferee") beneficially owns less than a majority of the voting power of
BlackRock's capital stock (the "Trigger Date"), BlackRock will not, without
PNC's prior written consent, issue any shares of capital stock or any rights,
warrants or options to acquire its capital stock except pursuant to employee
benefit plans approved by the board of directors of BlackRock. The IPO
Agreement further provides that until the Trigger Date, if BlackRock issues
capital stock, PNC will be entitled, but not required, to purchase from
BlackRock a number of shares of capital stock when it is issued so that PNC
would continue to maintain the same proportionate economic and voting rights
after the issuance as it had before the issuance of capital stock. If
BlackRock issues capital stock for cash, PNC must pay the same per share price
to purchase additional shares. In all other cases, the price that PNC must pay
to purchase the additional shares of capital stock shall be the fair value of
the class of capital stock and, with respect to class A common stock and class
B common stock, shall be equal to the average of the closing prices of the
class A common stock reported on the NYSE for the ten trading days prior to
the completion of the issuance giving rise to PNC's additional purchase right.
Change in control of PNC or BlackRock
The IPO Agreement provides that if there is a change in control of PNC or
BlackRock (each as defined in the IPO Agreement) at any time following
BlackRock's initial public offering until the Trigger Date, PNC or its
successor must offer to purchase all of BlackRock's outstanding capital stock
not held by PNC or its successor (i.e., stock held by public stockholders and
employee stockholders) at a "fair value" if, within 12 months following the
anniversary of the effective date of change in control of PNC or BlackRock, a
committee consisting of all of BlackRock's independent directors immediately
prior to such a change in control determines that the fundamental economics
and prospects of BlackRock's business have been materially and adversely
affected as a result of the change in control of PNC or BlackRock.
The "fair value" of BlackRock's capital stock would be determined through
good faith negotiation by a special committee of its board of directors and
PNC or its successor. However, if BlackRock is unable to agree on a fair
value, then the fair value would be determined by two nationally recognized
investment banking or
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business appraisal firms-one selected by PNC or its successor and one selected
by the special committee. If these two firms were unable to agree on the fair
value of BlackRock's capital stock, they would jointly select a third
nationally recognized investment banking or business appraisal firm that would
resolve any disputes between the two original firms and conclusively determine
the fair value of BlackRock's capital stock. Fair value of BlackRock's capital
stock will be determined by reference to, among other factors, the trading
value of BlackRock's class A common stock prior to the announcement of the
change in control of PNC or BlackRock.
Other BlackRock Covenants
PNC continues to own a significant portion of BlackRock's outstanding voting
stock. As a result, PNC will continue to include BlackRock as a "subsidiary"
for various financial reporting, accounting and other purposes. Accordingly,
BlackRock has agreed to certain covenants in the IPO Agreement relating to
access to information, accounting policies and procedures, public disclosures
and regulatory reporting, discriminatory actions against PNC and compliance
with PNC agreements.
Registration Rights Agreement with PNC and Certain Employee Stockholders
PNC and BlackRock employees who hold shares of class B common stock cannot
freely sell such shares without registration under the Securities Act.
Accordingly, BlackRock has entered into a Registration Rights Agreement, dated
October 6, 1999, with PNC Asset Management, Inc. and BlackRock employee
stockholders, to provide them with registration rights relating to shares of
BlackRock class A common stock into which their shares of class B common stock
are convertible.
Stockholders Agreement with PNC and Certain Employee Stockholders
BlackRock, PNC Asset Management, Inc. and certain employees of BlackRock, or
its affiliates, who hold shares of class B common stock, have entered into an
amended and restated stockholders agreement (the "Stockholders Agreement").
PNC and the employee stockholders have a voting arrangement regarding the
election of directors which is described in "Item 1: Election of Directors--
Agreement on Certain Director Nominations."
Under the terms of the Stockholders Agreement, one-third of the class B
shares held by the employee stockholders may not be transferred, except for
estate planning purposes, until December 31, 2000; one third until December
31, 2001; and one third until December 31, 2002 with respect to shares issued
prior to September 1999; and one third on each of the third, fourth and fifth
anniversary dates of their issuance with respect to shares issued in September
1999. If a holder of class B common stock attempts to transfer restricted
shares of class B common stock in a transfer that is not permitted under, or
would violate, the Stockholders Agreement, then that transfer will not be
registered by BlackRock.
The Stockholders Agreement provides that any restrictions on shares held by
an employee stockholder or permitted transferee will immediately lapse upon
the termination of the employee's employment by BlackRock without cause or
good reason, or upon termination of the employee's employment by reason of a
deficient opportunity (as defined in the employment agreements) or as a result
of death or disability. Immediately following the termination of an employee
stockholder's employment, all shares of unrestricted class B common stock then
held by that employee will convert into shares of class A common stock.
The Stockholders Agreement and related provisions of the employment
agreements provide that upon a termination of an employee's employment by
BlackRock for cause or, except for Mr. Fink, good reason or by the employee
for any reason other than a deficient opportunity, death or disability,
BlackRock must purchase all remaining restricted shares then held by the
employee or valid transferee of the employee at the lower of:
. the market value of the shares, which will be equal to the market value
of shares of class A common stock; or
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. the cost at which the shares were originally acquired by the employee.
The Stockholders Agreement provides that any proposed transfer of class B
common stock will be subject to a right of first refusal and, in certain
circumstances, rights to participate in the proposed transfer by the other
holders of class B common stock.
The right of first refusal and rights to participate in the proposed
transfer are not applicable to transfers of shares of class B common stock
among PNC affiliates, to transfers of shares by an employee stockholder to the
estate, personal representative or certain family members of employee
stockholders, or to certain entities which hold an economic interest for the
benefit of any such persons or to BlackRock and to the transfer of shares
registered in accordance with the terms of the Registration Rights Agreement.
Any PNC transferee will be bound by the Stockholders Agreement and have the
rights and obligations of PNC under the Stockholders Agreement.
If PNC or its affiliates or, following a change in control of PNC or
BlackRock, any successor offers to purchase or purchases all outstanding
shares of class A common stock or class B common stock or purchases sufficient
shares of class A common stock to cause such stock to be delisted, it must
also offer to purchase all outstanding shares of class B common stock or other
capital stock held by employee stockholders at fair value, which, with respect
to both class A common stock and class B common stock, shall be the highest
price paid for class A common stock or class B common stock as applicable, and
offer to cancel all BlackRock stock options held by each employee stockholder,
if any, for a cash payment in an amount based upon the excess of the price
offered to other stockholders over the exercise price of such stock options.
Transactions with Directors
Frank T. Nickell, a director of BlackRock since December 1999, is the
president and chief executive officer of Kelso & Company, a firm that manages
private equity investment partnerships and private equity investments.
Pursuant to an advisory agreement dated December 29, 1998, Kelso & Company,
L.P. acts as an advisor to Magnetite Asset Investors LLC, a limited liability
company created by BlackRock to pursue investment opportunities in the high
yield market. Magnetite Asset Investors LLC paid to Kelso & Company, L.P. $4.0
million in earned fees in 1999.
From time to time, certain directors may have investments in various
BlackRock investment vehicles. In addition, certain of the companies or
affiliates of the companies which employ the Independent Directors may have
investments in various BlackRock investment vehicles.
OTHER MATTERS
The board of directors knows of no other business to be presented at the
meeting. If, however, any other business should properly come before the
meeting, or any adjournment thereof, it is intended that the proxy will be
voted with respect thereto in accordance with the best judgment of the persons
named in the proxy.
By Order of the Board of Directors,
/s/Robert P. Connolly
Robert P. Connolly
Corporate Secretary
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P R O X Y
BLACKROCK, INC.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned appoints Paul L. Audet, Robert P. Connolly and Ralph L.
Schlosstein, and each of them, as proxies, each with full power of substitution,
and authorizes them to represent and to vote, as designated on the reverse side
of this form, all shares of common stock of BlackRock, Inc. held of record by
the undersigned on March 15, 2000, at the 2000 Annual Meeting of Stockholders to
be held on May 1, 2000, beginning at 10:00 a.m., local time, at The New York
Palace Hotel, 455 Madison Avenue, New York, New York, or any adjournment or
postponement.
If no other indication is made on the reverse side of this form, the proxies
shall vote for Item 1 and in their discretion, upon such other business as may
properly come before the meeting.
(This card is continued on the reverse side. Please sign on the reverse
side and return promptly in the enclosed envelope.)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
BLACKROCK, INC.
2000 ANNUAL MEETING OF STOCKHOLDERS
Monday, May 1, 2000
10:00 A.M., Local Time
THE NEW YORK PALACE HOTEL
455 MADISON AVENUE
NEW YORK, NEW YORK
<PAGE>
Please mark your
votes as indicated [X]
in this example
The Board of Directors recommends a vote "FOR" all nominees listed in Item 1.
1. Election of Directors.
FOR all nominees
listed to the right
(except as marked
to the contrary)
[ ]
WITHHOLD
AUTHORITY
to vote for all nominees
listed to the right
[ ]
Nominees: Laurence D. Fink, Thomas H. O'Brien, Frank T. Nickel
FOR all nominees, except vote withheld from the following nominees (if any):
- ------------------------------------------------------------------------------
SPECIAL ATTENTION:
Discontinue Annual Report
Mailing for this Account [ ]
Change of Address [ ]
New Address: __________________________________________
_______________________________________________________
_______________________________________________________
Dated ___________________________________________, 2000
_______________________________________________________
(SIGNATURE OF STOCKHOLDER)
_______________________________________________________
(SIGNATURE IF HELD JOINTLY)
IMPORTANT: PLEASE SIGN AS NAME APPEARS
HEREON. JOINT OWNERS SHOULD EACH SIGN.
IF ACTING AS ATTORNEY, EXECUTOR,
TRUSTEE, OR IN OTHER REPRESENTATIVE
CAPACITY, PLEASE SIGN NAME AND TITLE.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
