AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 2000
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
BLACKROCK, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 51-0380803
(State of Incorporation)(I.R.S. Employer Identification No.)
--------------------------
345 PARK AVENUE
NEW YORK, NEW YORK 10154
(212) 754-5560
(Address of Principal Executive Offices) (Zip Code)
--------------------------
<TABLE>
<S> <C>
BLACKROCK, INC. 1999 STOCK AWARD AND INCENTIVE PLAN
BLACKROCK, INC. AMENDED AND RESTATED LONG-TERM DEFERRED COMPENSATION PLAN
BLACKROCK INTERNATIONAL, LTD. AMENDED AND RESTATED LONG-TERM DEFERRED COMPENSATION PLAN
(Full Titles of the Plans)
--------------------------
</TABLE>
ROBERT P. CONNOLLY
MANAGING DIRECTOR AND GENERAL COUNSEL
BLACKROCK, INC.
345 PARK AVENUE
NEW YORK, NEW YORK 10154
(212) 754-5560
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
--------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE(2) PRICE (2) FEE
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A common stock, par
value $0.01 per share...... 5,305,553 $21.875 $116,058,972 $30,640
</TABLE>
(1) The shares of class A common stock, par value $0.01 per share of
BlackRock, Inc. (the "Registrant") shown in the table above consists of (a)
3,786,863 shares which represent shares of class A common stock issuable
pursuant to the BlackRock, Inc. 1999 Stock Award and Incentive Plan
(the"Incentive Plan"); (b) 1,368,824 shares which represent shares of class
A common stock issuable pursuant to the BlackRock, Inc. Amended and
Restated Long-Term Deferred Compensation Plan (the "Deferred Compensation
Plan"); and (c) 149,866 shares which represent shares of class A common
stock issuable pursuant to the BlackRock International, Ltd. Amended and
Restated Long-Term Deferred Compensation Plan (the "International Deferred
Compensation Plan", and together with the Incentive Plan and the Deferred
Compensation Plan, the "Plans"). The maximum number of shares which may be
issued under the Plans are subject to equitable adjustment upon the
occurrence of certain events pursuant to the Plans. Accordingly, pursuant
to Rule 416 under the Securities Act of 1933, as amended (the "Securities
Act"), this registration statement includes, in addition to the number of
shares stated above, an indeterminate number of shares which may be subject
to grant or otherwise issuable after the occurrence of any such corporate
transaction or event.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act on
the basis of the average of the high and low sale prices per share of
common stock as quoted on The New York Stock Exchange on March 9, 2000
(within 5 business days prior to filing this registration statement).
PART I
The information called for by Part I of this registration statement
on Form S-8 is included in the descriptions of the Incentive Plan, the
Deferred Compensation Plan and the International Deferred Compensation Plan
to be delivered to persons eligible to participate in the Plans. Pursuant
to the Note to Part I of Form S-8, this information is not being filed with
or included in this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed by the Registrant
with the Securities and Exchange Commission (the "Commission"), pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this registration statement as of their
respective dates.
(1) The Registrant's final prospectus filed on October 1, 1999,
pursuant to Rule 424(b)(4) of the Securities Act.
(2) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1999.
(3) The Registrant's Form 8-A filed on September 15, 1999, pursuant
to Section 12(b) of the Exchange Act, including any amendment or reports
filed for the purpose of updating such information.
(4) The Registrant's Current Report on Form 8-K, dated January 20,
2000.
All documents filed or subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after
the date of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities described
herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of
such documents with the Commission. Any statement in a document
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of the shares of common stock to be
registered in connection with this registration statement will be passed
upon by Robert P. Connolly, Managing Director and General Counsel of the
Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL")
authorizes a corporation's board of directors to grant indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities, including
reimbursement for expenses incurred, arising under the Securities Act.
As permitted by Delaware law, the Registrant's Amended and Restated
Certificate of Incorporation includes a provision that eliminates, to the
maximum extent permitted by Delaware law, the personal liability of its
directors for monetary damages for breach of fiduciary duty as a director.
This provision in the Amended and Restated Certificate of Incorporation
does not eliminate the directors' fiduciary duty, and in appropriate
circumstances equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to the Registrant for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of
law, for actions leading to improper personal benefit to the director, and
for payment of dividends or approval of stock repurchases or redemptions
that are unlawful under Delaware law. The provision also does not affect a
director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.
As permitted by Delaware law, Article Seventh of the Registrant's
Amended and Restated Certificate of Incorporation provides that (1) the
Registrant is required to indemnify its directors and officers to the
fullest extent authorized or permitted by law, subject to certain very
limited exceptions; (2) the Registrant is permitted, to the extent
authorized by its board of directors, to provide rights to indemnification
to its employees and agents similar to those conferred to its directors and
officers; (3) the Registrant is required to advance expenses, as incurred,
to its directors and officers in connection with a legal proceeding to the
fullest extent permitted by Delaware law, subject to certain very limited
exceptions; and (4) the rights conferred in the Amended and Restated
Certificate of Incorporation are not exclusive.
As permitted by Delaware law, the Registrant's Amended and Restated
Bylaws, a copy of which is filed as Exhibit 3.4 to the Registration
Statement on Form S-1, File No. 333-78367, which is incorporated herein by
reference, provides that BlackRock is required to indemnify its directors
and officers to the fullest extent authorized by the DGCL, subject to
certain very limited exceptions. The rights to indemnification conferred in
the Amended and Restated Bylaws are not exclusive.
As permitted by the Delaware law, the Registrant's Amended and
Restated Bylaws provides the Registrant with the authority to purchase
insurance covering the company's directors and officers against any such
expense, liability or loss asserted against them in their capacity as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
3.1* Amended and Restated Certificate of Incorporation of the
Registrant.
3.2* Amended and Restated By-Laws of the Registrant.
3.3 Amendment No. 1 to the Amended and Restated Bylaws of the
Registrant.
4.1* Specimen of Common Stock Certificate (per class).
5.0 Opinion of Robert P. Connolly.
10.2* BlackRock, Inc. 1999 Stock Award and Incentive Plan.
10.4* BlackRock, Inc. Nonemployee Directors Stock Compensation Plan.
10.7* Registration Rights Agreement, dated as of October 6, 1999,
by and among BlackRock, Inc., PNC Asset Management, Inc. and
certain individuals listed therein.
10.9 BlackRock, Inc. Amended and Restated Long-Term Deferred
Compensation Plan.
10.10 BlackRock International, Ltd. Amended and Restated Long-Term
Deferred Compensation Plan.
23.1 Consent of Robert P. Connolly (included with Exhibit 5.0).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney (included on the signature page).
- ---------------------
* Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (Registration Number 333- 78367), as amended,
originally filed with the Commission on May 13, 1999, and declared
effective on September 30, 1999.
ITEM 9. REQUIRED UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in New York County, New York, on this 14th day
of March, 2000.
BLACKROCK, INC.
By /s/ Laurence D. Fink
----------------------------------
Laurence D. Fink
Chairman of the Board of Directors
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ralph L. Schlosstein, Paul L. Audet
and Robert P. Connolly, his true and lawful attorney-in-fact and agent,
each acting alone, with full power of substitution and resubstitution for
him and in his name, place and stead, in any and all capacities to sign the
registration statement on Form S-8 to be filed in connection with the
offerings of ordinary shares of BlackRock, Inc. and any and all amendments
(including post-effective amendments) to this registration statement, and
any subsequent registration statement filed pursuant to Rule 462(b) under
the Securities Act, as amended, and to file the same, with all exhibits
thereto, and the other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent, each acting
alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as they might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact or his substitutes,
each acting alone, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Laurence D. Fink Chairman of the Board of Directors March 14, 2000
- ----------------------------- and Chief Executive Officer
Laurence D. Fink (Principal Executive Officer)
/s/ Paul L. Audet Managing Director, Chief Financial March 14, 2000
- ----------------------------- Officer (Principal Financial and
Paul L. Audet Accounting Officer)
/s/ Ralph L. Schlosstein Director and President March 14, 2000
- -----------------------------
Ralph L. Schlosstein
/s/ Murry Gerber Director March 14, 2000
- -----------------------------
Murry Gerber
/s/ Walter E. Gregg, Jr. Director March 14, 2000
- -----------------------------
Walter E. Gregg, Jr.
/s/ James Grosfeld Director March 14, 2000
- -----------------------------
James Grosfeld
/s/ Frank T. Nickell Director March 14, 2000
- -----------------------------
Frank T. Nickell
/s/ Thomas H. O'Brien Director March 14, 2000
- -----------------------------
Thomas H. O'Brien
/s/ Helen P. Pudlin Director March 14, 2000
- -----------------------------
Helen P. Pudlin
/s/ James E. Rohr Director March 14, 2000
- -----------------------------
James E. Rohr
/s/ Lawrence M. Wagner Director March 14, 2000
- -----------------------------
Lawrence M. Wagner
</TABLE>
Exhibit 3.3
AMENDMENT NO. 1
TO THE AMENDED AND RESTATED
BYLAWS OF BLACKROCK, INC.
A Delaware Corporation
In accordance with Section 8.1 of the Amended and Restated Bylaws (the
"Bylaws") of BlackRock, Inc. (the "Corporation"), the following amendments
to the Bylaws were unanimously approved by the Corporation's Board of
Directors at its regular meeting on December 14, 1999:
1. AMENDMENT TO SECTION 3.16(a). Section 3.16(a) of the Bylaws is hereby
amended by deleting such section in its entirety and replacing it with the
following:
"(a) The Board of Directors may by resolution designate one or more
committees (in addition to the mandatory Standing Committees as set forth
in Section 3.16(e) below) consisting of one or more directors of the
Corporation which, to the extent authorized in any resolution of the Board
of Directors or these Bylaws and permissible under the DGCL and the
Certificate of Incorporation, shall have and may exercise any or all the
powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation, except that no committee
(including any Standing Committee) shall have the power to take any action
which requires the affirmative vote of at least eighty percent (80%) of the
entire Board of Directors (including but not limited to any of the actions
specified in Section 3.10 of the Bylaws)."
2. AMENDMENT TO SECTION 3.16(b). Section 3.16(b) of the Bylaws is hereby
amended by deleting the clause "Subject to Section 3.16(a)," at the
beginning of Section 3.16(b).
3. AMENDMENT TO SECTION 3.16(e)(II). Section 3.16(e)(ii) of the Bylaws
is hereby amended by deleting the word "three" in the second line of the
first sentence of such section and inserting the word "two" in lieu
thereof.
Effective as of December 15, 1999
EXHIBIT 5.0
BLACKROCK, INC.
345 PARK AVENUE
NEW YORK, NY 10154
March 14, 2000
BlackRock, Inc.
345 Park Avenue
New York, NY 10154
Ladies and Gentlemen:
I am general counsel of BlackRock, Inc., a Delaware corporation
(the "Company"). In connection with the issuance and grant or sale from
time to time by the Company of up to 5,305,553 shares of class A common
stock, par value $0.01 per share, of the Company (the "Common Stock")
pursuant to the (1) BlackRock, Inc. 1999 Stock Award and Incentive Plan
(the "Incentive Plan"); (2) BlackRock, Inc. Amended and Restated Long-Term
Deferred Compensation Plan (the "Deferred Compensation Plan"); and (3)
BlackRock International, Ltd. Amended and Restated Long-Term Deferred
Compensation Plan (the "International Deferred Compensation Plan" and
collectively, the "Plans"), I have examined and am familiar with originals
or copies, certified or otherwise identified to my satisfaction, of each of
(i) the Registration Statement on Form S-8 relating to an aggregate of
5,305,553 shares of Common Stock (the "Registration Statement"), (ii) the
Plans, as approved by the Board of Directors of the Company, (iii) the
Amended and Restated Certificate of Incorporation of the Company, as
amended to date, (iv) the Amended and Restated Bylaws of the Company, as
amended to date, (v) Amendment No. 1 to the Amended and Restated Bylaws,
(vi) resolutions of the Board relating to the proposed issuance and
registration of an aggregate of 5,305,553 shares of Common Stock, and (vii)
such other documents as I have deemed necessary or appropriate as a basis
for the opinion set forth herein.
This opinion is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as
amended (the "Securities Act").
I am admitted to the bar in the State of New York, and I do not
express any opinion as to the laws of any other jurisdiction other than the
General Corporation Law of the State of Delaware and the laws of the United
States of America to the extent referred to specifically herein.
Based upon the foregoing, I am of the opinion that:
(1) The 5,305,553 shares of Common Stock reserved for issuance pursuant to
the Plans as of the date hereof (prior to any adjustment for
subsequent events pursuant to the Plans) have been duly authorized
and, when so issued in accordance with the terms of the Plans, will be
validly issued, fully paid and non-assessable; and
(2) The obligations of the Company under the Plans are binding obligations
of the Company.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission (the "Commission") as Exhibit 5.0 to the
Registration Statement. I also consent to be named in the Registration
Statement under the heading "Interests of Named Experts and Counsel". In
giving this consent, I do not thereby admit that I am included in the
category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Robert P. Connolly
-----------------------------
Robert P. Connolly
General Counsel
Exhibit 10.9
BLACKROCK, INC.
AMENDED AND RESTATED
LONG-TERM DEFERRED COMPENSATION PLAN
(As Amended and Restated Effective September 30, 1999)
1. PURPOSE
BlackRock, Inc. (the "Company") hereby establishes the BlackRock, Inc.
Long-Term Deferred Compensation Plan (the "Plan"), effective January 31,
1998 (the "Effective Date"). The purpose of the Plan is to provide a
vehicle through which the Company can motivate and retain key management
personnel by allowing them to participate in the future financial success
of the Company.
2. ELIGIBILITY
Any officer or key employee of the Company may be selected by the
Management Committee of the Company (the "Committee") to participate in the
Plan (each such employee, a "Participant").
3. PARTICIPATION
(a) In General. The total amount available for payment to
Participants under the Plan shall not exceed such amount as has been
specified by the Board of Directors of the Company by resolution (such
amount being hereinafter referred to as the "Deferred Compensation Pool").
At the time the Committee selects an employee to be a Participant, the
Committee shall determine the amount of the Deferred Compensation Pool to
be credited to an account (the "Deferred Compensation Account") to be
maintained for the benefit of such Participant hereunder and shall
determine the portion of the Deferred Compensation Account to be credited
in cash and the portion to be credited in shares of class A common stock,
par value $0.01 per share, of the Company ("Class A Common Stock"). Each
Participant shall be entitled to receive all or a portion of the amount
credited to his or her Deferred Compensation Account in accordance with the
terms and conditions of this Plan.
(b) Designation of Beneficiary. Participants shall designate in
writing, in accordance with such rules and procedures as the Committee may
prescribe, the beneficiary or beneficiaries who are to receive the amounts
credited to a Participant's Deferred Compensation Account in the event of
such Participant's death.
4. PAYMENT OF DEFERRED COMPENSATION
(a) In General. There shall be no payment of any amounts credited to
a Participant's Deferred Compensation Account except as provided in this
Section 4 or in Section 5 or 10 hereof.
(b) Vesting; Payment. Except as provided in paragraph (c) below or in
Section 5 or 10 hereof, a Participant's Deferred Compensation Account shall
vest and be payable as follows:
(i) Each Participant shall vest with respect to 33.33% of (A)
the amounts credited to the cash portion of his or her Deferred
Compensation Account and (B) the number of shares of Class A Common
Stock credited to the Class A Common Stock portion of his or her
Deferred Compensation Account, in each case on each of the third,
fourth and fifth anniversaries of the date as of which such
Participant was selected as a Participant hereunder (or, in the case
of a Participant whose participation commences as of a date following
the Effective Date, on such earlier date(s) as may be determined by
the Committee), provided in each case (except as provided in paragraph
(c) of this Section 4 and in Section 5 or 10 hereof) that (1) the
Participant remains continuously employed by the Company through the
applicable vesting date and (2) the Participant has complied with all
applicable Company policies, including but not limited to the
execution and delivery to the Company of all documents deemed
necessary by the Company to ensure the Company's compliance with
applicable regulatory requirements.
(ii) The Company shall pay to each Participant the vested
portion of the cash portion of his or her Deferred Compensation
Account in a lump sum cash payment as soon as practicable following
the date on which such portion has become vested. The Company shall
pay to each Participant the vested portion of the Class A Common Stock
portion of his or her Deferred Compensation Account in shares of Class
A Common Stock as soon as practicable following the date on which such
portion has become vested.
(iii) In the event a Participant's employment with the
Company terminates for any reason other than death or disability (as
defined in paragraph (c) below), the unvested portion of such
Participant's Deferred Compensation Account shall immediately be
forfeited and, in the discretion of the Committee, shall be available
for reallocation among existing or new Participants.
(iv) In connection with the initial public offering of the
shares of Class A Common Stock (the "Initial Public Offering"), each
Participant selected by the Committee may elect, at the times and in
the manner determined by the Committee, to convert all or any portion
of the amount credited to the cash portion of his or her Deferred
Compensation Account into shares of Class A Common Stock. The
aggregate number of shares of Class A Common Stock that the
Participant shall be entitled to receive shall be the number obtained
by dividing (x) the dollar value of the cash portion of the Deferred
Compensation Account elected by the Participant to be converted, by
(y) 93.25% of the price at which the shares of Class A Common Stock
are being offered for sale to the public in connection with the
Initial Public Offering.
(c) Death or Disability of Participant. In the event that a
Participant's employment with the Company shall terminate by reason of
death or disability (as hereinafter defined) prior to full vesting of his
or her Deferred Compensation Account, such Participant's balance in his or
her Deferred Compensation Account as of the date of such termination shall
become fully and immediately vested. In the event of death, such balance
shall be paid to such Participant's designated beneficiary in a lump sum
cash payment or in shares of Class A Common Stock, as applicable, as soon
as practicable following the date on which such death occurred. In the
event of disability, such balance shall be paid to the Participant (or, in
the event of such Participant's death prior to payment, to such
Participant's designated beneficiary) in cash or in shares of Class A
Common Stock, as applicable, in equal amounts as soon as practicable
following the date or dates on which such balance would have become vested
had such Participant remained in employment. For purposes of this Plan,
"disability" shall mean a Participant's physical or mental incapacity
constituting disability under the Company's long-term disability policy and
which in any event does or is reasonably expected to continue for at least
six months.
5. CHANGE IN CONTROL OF PNC BANK, NA
In the event of a "Change of Control" (as defined below) of PNC Bank,
NA ("PNC") to which the Company's CEO and a majority in interest of the
other members of the Committee (determined by reference to the number of
shares of Company common stock as to which such members have voting powers)
do not consent for purposes hereof, the Company's CEO and a majority in
interest of the other members of the Committee (determined as set forth
above) may, in their sole discretion at any time during the two years
following such Change of Control of PNC, determine that (i) all
Participants' Deferred Compensation Accounts (whether or not vested) shall
become fully vested and/or (ii) the balance in such Deferred Compensation
Accounts shall be paid to each Participant in a lump sum cash payment as
soon thereafter as practicable.
For purposes of this Plan, a "Change of Control" of PNC shall be
deemed to occur if, whether by virtue of an actual or threatened proxy
contest (including a consent solicitation) or any merger, reorganization,
consolidation or similar transaction, persons who are directors of PNC
immediately prior to such proxy contest or the execution of the agreement
pursuant to which such transaction is consummated (other than a director
whose initial assumption of office was in connection with a prior actual or
threatened proxy contest) cease to constitute a majority of the Board of
Directors of PNC or any successor entity immediately following such proxy
contest or the consummation of such transaction.
6. NON-ASSIGNABILITY
No right to receive payments under the provisions of this Plan shall
be transferrable or assignable by a Participant, except by will or by the
laws of descent and distribution.
7. BINDING PROVISIONS
The Plan shall be binding upon and inure to the benefit of the
Company, its successors and assigns and the Participant and his or her
heirs, executors, administrators and legal representatives.
8. CONTINUED EMPLOYMENT
Nothing contained herein shall be construed as conferring upon a
Participant the right to continue in the employ of the Company or to serve
the Company in any other capacity.
9. PLAN ADMINISTRATION
The Plan will be administered by the Committee, which shall have full
power and authority to interpret, construe and administer the Plan, and the
Committee's interpretations and construction thereof, and actions
thereunder, including any determination of a Participant's Deferred
Compensation Account, or the amount or recipient of the payments to be made
therefrom, shall be binding and conclusive on all persons for all purposes.
No member of the Committee shall be liable to any person for any action
taken or omitted in connection with the interpretation and administration
of the Plan unless attributable to such member's own willful misconduct or
lack of good faith. The expense of administering the Plan shall be borne by
the Company and shall not be charged against amounts payable hereunder.
10. AMENDMENT; TERMINATION
The Board of Directors of the Company may amend this Plan at any time
and from time to time or may terminate the Plan; provided, however, that
the Plan cannot be amended in any manner which would be adverse to any
Participant without the consent of such Participant; and provided, further,
that no such amendment may cause the Plan to be administered by any
individual or entity other than the Committee; and provided, further, that
in the event of a termination of the Plan, each Participant's Deferred
Compensation Account (whether or not vested as of the date of such Plan
termination) shall thereupon become fully vested and the Company shall pay
to each Participant, in a lump sum cash payment or in shares of Class A
Common Stock, as applicable, as soon thereafter as practicable, the entire
balance in his or her Deferred Compensation Account.
11. REPRESENTATION OF PARTICIPANT
By participating in this Plan, each Participant hereby acknowledges
and represents that Participant does not hold any equity-based awards with
respect to the Company or the right to acquire any equity in the Company
under any equity award or plan, program or policy of the Company or PNC,
other than the equity-based awards with respect to common stock of the
Company purchased or held by or granted to the Participant (a) in
connection with the Participant's entering into (i) an employment agreement
with the Company or (ii) the Amended and Restated Stockholders Agreement by
and among the Company, PNC Asset Management, Inc., and Certain Employees of
the Company and its Affiliates, effective as of the effective date of the
initial public offering of the shares of Class A Common Stock (the
"Stockholders Agreement") or (b) by reason of the Participant's
participation in the BlackRock, Inc. 1999 Stock Award and Incentive Plan or
this Plan (together, the "Equity Plans"). Participant further acknowledges
and agrees that the equity-based awards with respect to common stock of the
Company purchased or held by or granted to the Participant (i) in
connection with entering into an employment agreement with the Company or
the Stockholders Agreement or (ii) by reason of the Participant's
participation in the Equity Plans shall supersede and replace any and all
other equity-based awards with respect to common stock of the Company
purchased or held by or granted to Participant.
12. WITHHOLDING
The Company shall have the power to withhold, or require each
Participant to remit to the Company, subject to such other arrangements as
the Committee may make, an amount sufficient to satisfy all federal, state,
local or foreign withholding tax requirements in respect of any payment
made under this Plan.
13. UNFUNDED STATUS
The obligation of the Company to make payments of amounts credited to
a Participant's Deferred Compensation Account shall be a general obligation
of the Company, and such payment shall be made from general assets and
property of the Company. With respect to any payments not yet made
pursuant to this Plan, nothing contained herein shall give any Participant
any rights which are greater than those of a general creditor of the
Company, and neither this Plan nor any agreement entered into hereunder or
action taken pursuant hereto shall create or be construed to create a trust
or fiduciary relationship of any kind.
14. CONTROLLING LAW
The Plan shall be construed in accordance with and governed by the law
of the State of Delaware.
Exhibit 10.10
BLACKROCK INTERNATIONAL, LTD.
AMENDED AND RESTATED
LONG-TERM DEFERRED COMPENSATION PLAN
(As Amended and Restated Effective September 30, 1999)
1. PURPOSE
BlackRock International, Ltd. (the "Company") hereby establishes the
BlackRock International, Ltd. Long-Term Deferred Compensation Plan (the
"Plan"), effective March 31, 1998 (the "Effective Date"), and amended and
restated effective as of September 30, 1999. The purpose of the Plan is to
provide a vehicle through which the Company can motivate and retain
professionals by allowing them to participate in the future financial
success of the Company.
2. ELIGIBILITY
Any officer or key employee of the Company or any of its affiliates
may be selected by the Management Committee (the "Committee") of BlackRock,
Inc. ("BlackRock") to participate in the Plan (each such employee, a
"Participant").
3. PARTICIPATION
(a) In General. The total amount available for payment to
Participants under the Plan shall be equal to such amount as has been
specified by the Board of Directors of the Company by resolution or
otherwise (such amount being hereinafter referred to as the "Deferred
Compensation Pool"). At the time the Committee selects an employee to be a
Participant, the Committee shall determine the amount of the Deferred
Compensation Pool to be credited to an account (the "Deferred Compensation
Account") to be maintained for the benefit of such Participant hereunder
and shall determine the portion of the Deferred Compensation Account to be
credited in cash and the portion to be credited in shares of class A common
stock, par value $0.01 per share, of BlackRock ("Class A Common Stock").
Each Participant shall be entitled to receive all or a portion of the
amount credited to his or her Deferred Compensation Account in accordance
with the terms and conditions of this Plan.
(b) Designation of Beneficiary. Participants shall designate in
writing, in accordance with such rules and procedures as the Committee may
prescribe, the beneficiary or beneficiaries who, in the event of such
Participant's death, are to receive the amounts to which the Participant is
entitled hereunder.
4. PAYMENT OF DEFERRED COMPENSATION
(a) In General. There shall be no payment of any amounts credited to
a Participant's Deferred Compensation Account except as provided in this
Section 4 or in Section 5 or 10 hereof.
(b) Vesting; Payment. Except as provided in paragraph (c) below or in
Section 5 or 10 hereof, a Participant's Deferred Compensation Account shall
vest and be payable as follows:
(i) Each Participant shall vest with respect to 33.33% of (A)
the amounts credited to the cash portion of his or her Deferred
Compensation Account and (B) the number of shares of Class A Common
Stock credited to the Class A Common Stock portion of his or her
Deferred Compensation Account, in each case on each of the third,
fourth and fifth anniversaries of the date as of which such
Participant was selected as a Participant hereunder (or, in the case
of a Participant whose participation commences as of a date following
the Effective Date, on such earlier date(s) as may be determined by
the Committee), provided in each case (except as provided in paragraph
(c) of this Section 4 and in Section 5 or 10 hereof) that (1) the
Participant remains continuously employed by the Company or an
affiliate thereof through the applicable vesting date and (2) the
Participant has complied with all applicable policies of the Company
or such affiliate, including but not limited to the execution and
delivery to the Company (or such affiliate) of all documents deemed
necessary by the Company (or such affiliate) to ensure the Company's
(or such affiliate's) compliance with applicable regulatory
requirements.
(ii) The Company shall pay to each Participant the vested
portion of the cash portion of his or her Deferred Compensation
Account in a lump sum cash payment as soon as practicable following
the date on which such portion has become vested. The Company shall
pay to each Participant the vested portion of the Class A Common Stock
portion of his or her Deferred Compensation Account in shares of Class
A Common Stock as soon as practicable following the date on which such
portion has become vested.
(iii) In the event a Participant's employment with the
Company and its affiliates terminates for any reason other than death
or disability (as defined in paragraph (c) below), the unvested
portion of such Participant's Deferred Compensation Account shall
immediately be forfeited and, in the discretion of the Committee,
shall be available for reallocation among existing or new
Participants.
(iv) In connection with the initial public offering of the
shares of Class A Common Stock (the "Initial Public Offering"), each
Participant selected by the Committee may elect, at the times and in
the manner determined by the Committee, to convert all or any portion
of the amount credited to the cash portion of his or her Deferred
Compensation Account into shares of Class A Common Stock. The
aggregate number of shares of Class A Common Stock that the
Participant shall be entitled to receive shall be the number obtained
by dividing (x) the dollar value of the cash portion of the Deferred
Compensation Account elected by the Participant to be converted, by
(y) 93.25% of the price at which the shares of Class A Common Stock
are being offered for sale to the public in connection with the
Initial Public Offering.
(c) Death or Disability of Participant. In the event that a
Participant's employment with the Company shall terminate by reason of
death or disability (as hereinafter defined) prior to full vesting of his
or her Deferred Compensation Account, such Participant's balance in his or
her Deferred Compensation Account as of the date of such termination shall
become fully and immediately vested. In the event of death, such balance
shall be paid to such Participant's designated beneficiary in a lump sum
cash payment or in shares of Class A Common Stock, as applicable, as soon
as practicable following the date on which such death occurred. In the
event of disability, such balance shall be paid to the Participant (or, in
the event of such Participant's death prior to payment, to such
Participant's designated beneficiary) in cash or in shares of Class A
Common Stock, as applicable, in equal amounts as soon as practicable
following the date or dates on which such balance would have become vested
had such Participant remained in employment. For purposes of this Plan,
"disability" shall mean a Participant's physical or mental incapacity
constituting disability under the Company's long-term disability policy and
which in any event does or is reasonably expected to continue for at least
six months.
5. CHANGE IN CONTROL OF PNC BANK, NA
In the event of a "Change of Control" (as defined below) of PNC Bank,
NA ("PNC") to which the CEO of BlackRock and a majority in interest of the
other members of the Committee (determined by reference to the number of
shares of common stock of BlackRock as to which such members have voting
powers) do not consent for purposes hereof, BlackRock's CEO and a majority
in interest of the members of the Committee (determined as set forth above)
may, in their sole discretion at any time during the two years following
such Change of Control of PNC, determine that (i) all Participants'
Deferred Compensation Accounts (whether or not vested) shall become fully
vested and/or (ii) the balance in such Deferred Compensation Accounts shall
be paid to each Participant in a lump sum cash payment as soon thereafter
as practicable.
For purposes of this Plan, a "Change of Control" of PNC shall be
deemed to occur if, whether by virtue of an actual or threatened proxy
contest (including a consent solicitation) or any merger, reorganization,
consolidation or similar transaction, persons who are directors of PNC
immediately prior to such proxy contest or the execution of the agreement
pursuant to which such transaction is consummated (other than a director
whose initial assumption of office was in connection with a prior actual or
threatened proxy contest) cease to constitute a majority of the Board of
Directors of PNC or any successor entity immediately following such proxy
contest or the consummation of such transaction.
6. NON-ASSIGNABILITY
No right to receive payments under the provisions of this Plan shall
be transferrable or assignable by a Participant, except by will or by the
laws of descent and distribution.
7. BINDING PROVISIONS
The Plan shall be binding upon and inure to the benefit of the
Company, its successors and assigns and the Participant and his or her
heirs, executors, administrators and legal representatives.
8. CONTINUED EMPLOYMENT
Nothing contained herein shall be construed as conferring upon a
Participant the right to continue in the employ of the Company or any
affiliate or to serve the Company or any affiliate in any other capacity.
9. PLAN ADMINISTRATION
Except as otherwise provided herein, the Plan will be administered by
the Committee, which shall have full power and authority to interpret,
construe and administer the Plan, and the Committee's interpretations and
construction thereof, and actions thereunder, including any determination
of a Participant's Deferred Compensation Account, or the amount or
recipient of the payments to be made hereunder, shall be binding and
conclusive on all persons for all purposes. No member of the Committee
shall be liable to any person for any action taken or omitted in connection
with the interpretation and administration of the Plan unless attributable
to such member's own willful misconduct or lack of good faith. The expense
of administering the Plan shall be borne by the Company and shall not be
charged against amounts payable hereunder.
10. AMENDMENT; TERMINATION
The Board of Directors of the Company may amend this Plan at any time
and from time to time or may terminate the Plan; provided, however, that
the Plan cannot be amended in any manner which would be adverse to any
Participant without the consent of such Participant; and provided, further,
that no such amendment may cause the Plan to be administered by any
individual or entity other than the Committee; and provided, further, that
in the event of a termination of the Plan, each Participant's Deferred
Compensation Account (whether or not vested as of the date of such Plan
termination) shall thereupon become fully vested and the Company shall pay
to each Participant, in a lump sum cash payment or in shares of Class A
Common Stock, as applicable, as soon thereafter as practicable, the entire
balance in his or her Deferred Compensation Account.
11. REPRESENTATION OF PARTICIPANT
By participating in this Plan, each Participant hereby acknowledges
and represents that Participant does not hold any equity equivalent or
equity-based awards with respect to, or the right to acquire equity in,
BlackRock or any direct or indirect subsidiary thereof, whether or not
wholly owned (a "Subsidiary") and whether or not such equity equivalent,
equity-based awards and/or rights were aquired prior to or following the
date on which an entity became a Subsidiary, under any equity award or
plan, program or policy of BlackRock, PNC or any Subsidiary (the "Prior
Equity"); provided, however, that the foregoing shall not apply to the
equity-based awards with respect to common stock of BlackRock purchased or
held by or granted to the Participant (a) in connection with the
Participant's entering into the Amended and Restated Stockholders Agreement
by and among BlackRock, PNC Asset Management, Inc., and Certain Employees
of BlackRock and its Affiliates, effective as of the effective date of the
initial public offering of the shares of Class A Common Stock or (b) by
reason of the Participant's participation in the BlackRock, Inc. 1999 Stock
Award and Incentive Plan or this Plan (the "Current Equity"). Participant
further acknowledges and agrees that, if the Participant does hold Prior
Equity, the Current Equity shall supersede and replace such Prior Equity.
12. WITHHOLDING
The Company shall have the power to withhold, or require each
Participant to remit to the Company, subject to such other arrangements as
the Committee may make, an amount sufficient to satisfy all federal, state,
local or foreign withholding tax requirements in respect of any payment
made under this Plan.
13. UNFUNDED STATUS
The obligation of the Company to make payments of amounts credited to
a Participant's Deferred Compensation Account shall be a general obligation
of the Company, and such payment shall be made from general assets and
property of the Company. With respect to any payments not yet made
pursuant to this Plan, nothing contained herein shall give any Participant
any rights which are greater than those of a general creditor of the
Company, and neither this Plan nor any agreement entered into hereunder or
action taken pursuant hereto shall create or be construed to create a trust
or fiduciary relationship of any kind.
14. CONTROLLING LAW
The Plan shall be construed in accordance with and governed by the Law
of Scotland.
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the BlackRock, Inc. 1999 Stock Award and Incentive
Plan, the BlackRock, Inc. Amended and Restated Long-Term Deferred
Compensation Plan and the BlackRock International Ltd. Amended and Restated
Long-Term Deferred Compensation Plan of our report dated February 26, 1999,
with respect to the consolidated financial statements of BlackRock, Inc. in
its Registration Statement (Form S-1 No. 333-78367) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, NY
March 8, 2000
