BAT SUBSIDIARY INC
N-30D, 1999-03-08
Previous: CAREERBUILDER INC, S-1, 1999-03-08
Next: BGT SUBSIDIARY INC, N-30D, 1999-03-08




- --------------------------------------------------------------------------------
BAT SUBSIDIARY, INC.
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
               PRINCIPAL
  RATING*       AMOUNT                                                    VALUE
(UNAUDITED)     (000)           DESCRIPTION                             (NOTE 1)
- --------------------------------------------------------------------------------
                       LONG-TERM INVESTMENTS--115.5%
                       MORTGAGE PASS-THROUGHS
               $ 11    Federal National Mortgage
                         Association, 9.50%, 7/01/20 ............  $    11,553
                                                                   -----------
                       MULTIPLE CLASS MORTGAGE
                       PASS-THROUGHS--14.9%
                       Federal National Mortgage
                         Association, REMIC Pass-
                         Through Certificates,
              3,683      Trust 1992-129, Class 129-J,
                           7/25/20 ................................  3,526,473
              1,444      Trust 1993-193, Class 193-E,
                           9/25/23 (I) ............................    768,425
                111      Trust 1993-193, Class 193-PC,
                           9/25/23 ................................    107,394
              1,177      Trust 1993-212, Class 212-SA,
                           11/25/08 (ARM) .........................  1,182,452
              2,599      Trust 1993-223, Class 223-PT
                           10/25/23 (I) ...........................    381,416
              1,000      Trust 1994-13, Class 13-SM,
                           2/25/09 (ARM) ..........................  1,022,390
              1,012      Trust 1994-37, Class 37-SC,
                           3/25/24 (ARM) ..........................    993,430
              2,828++    Trust 1994-72, Class 72-L,
                           4/25/24 ................................  2,839,285
              2,500      Trust 1997-50, Class 50-HK,
                           8/25/27 (I) ............................    771,276
    AAA       2,000    New York City Mortgage Loan Trust,***
                         Series 1996, Class A2,
                         6/25/11 ..................................  2,108,750
                                                                   -----------
                                                                    13,701,291
                                                                   -----------
                      COMMERCIAL MORTGAGE-BACKED
                      SECURITIES--19.2%
                           Credit Suisse First Boston
                         Mortgage Securities Corp.,
    A-        1,000      Series 1995-AEW 1, Class C,
                           7.46%, 11/25/27 ........................  1,005,625
    AAA      28,505      Series 1997-C1, Class AX,
                           6/20/29 (I/O)*** .......................  2,834,467
    BBB       1,000    DLJ Mortgage Acceptance Corp.,
                         Series 1997-CF, Class B1,
                           7.91%, 4/15/07*** ......................  1,037,328
    AAA      19,873    First Union-Lehman Brothers--
                         Bank of America,
                         Series 1998-C2, Class IO,
                           5/18/28 (I/O) ..........................    816,079
    AAA       1,000++  GMAC Commercial Mortgages
                         Securities Inc., Series 1998-C2,
                         Class A2, 6.42%, 8/15/08 .................  1,039,223
    AAA       1,000    Goldman Sachs Mortgage
                         Securities Corp.,
                         Series 1996-PL, Class A2,
                           7.41%, 2/15/27 .........................  1,068,661
    AAA         809    LTC Commercial Mortgage Corp.,***
                         Series 1996-1, Class A,
                           7.06%, 4/15/28 .........................    828,860
                       Merrill Lynch Mortgage Investors Inc.,
                         Multiclass Mortgage
                         Pass-Through Certificates,
    BBB       1,000      Series 1995-C1, Class D,
                           8.08%, 5/25/15 .........................  1,031,265
    BBB         500      Series 1996-C1, Class D,
                           7.42%, 4/25/28 .........................    494,525
    AAA      11,867      Series 1997-C2, Class IO,
                           12/10/29 (I/O) .........................    868,644
    AAA      20,591    Morgan (J.P.) Commercial
                       Mortgage Finance Corp.,***
                       Commercial Mortgage
                       Pass-Through Certificates,
                       Series 1997-C5, Class X,
                         9/15/29 (I/O) ............................  1,712,981
                       Morgan Stanley Capital 1 Inc.,
                        Commercial Mortgage
                       Pass-Through Certificates,
  BBB        1,000          Series 1995-GAL1,*** Class D,
                          8.25%, 8/15/27 ..........................  1,025,405
  AAA        3,562      Series 1997-HF1,*** Class X,
                          6/15/17 (I/O) ...........................    321,565
  AA           450    Salomon Brothers Mortgage
                        Securities Corp.,***
                        Multiclass Mortgage
                        Pass-Through Certificates,
                        Series 1997-TZH, Class A1,
                          7.15%, 3/25/25 ..........................    465,972
  AAA        2,635    Sears Mortgage Securities Corp.,
                        Series 1993-7, Class S3,
                          9.91%, 4/25/08 (ARM) ....................  2,672,863
  AAA          500    Structured Asset Securities Corp.,
                      Series 1996-CFL, Class B,
                        6.30%, 2/25/28 ............................    503,532
                                                                   -----------
                                                                    17,726,995
                                                                   -----------
See Notes to Financial Statements.

                                       1
<PAGE>
- --------------------------------------------------------------------------------
             PRINCIPAL
  RATING*     AMOUNT                                                    VALUE
(UNAUDITED)   (000)           DESCRIPTION                             (NOTE 1)
- --------------------------------------------------------------------------------
                      CORPORATE BONDS--18.2%
                      FINANCE & BANKING--10.7%
   A3   $    1,000@   American Savings Bank,***
                        6.63%, 2/15/06 ..........................  $ 1,017,803
    A        1,487    Equitable Life Assurance
                        Society USA, Zero Coupon,
                        6/01/99-12/01/05*** .....................    1,049,474
    A        1,000    Lehman Brothers Holdings, Inc.,
                        6.75%, 9/24/01 ..........................    1,008,624
    BB+      1,000    Macsaver Financial Services Inc.,
                        7.88%, 8/01/03 ..........................      790,000
    BBB+     1,900    PaineWebber Group Inc.,
                        7.88%, 2/15/03 ..........................    2,008,148
                      Salomon Smith Barney, Inc.,
    Aa3      1,000     6.75%, 1/15/06 ...........................    1,032,260
    Aa3      1,425     7.98%, 3/01/00 ...........................    1,464,359
    A-       1,485    Transamerica Finance Corp.,
                       6.75%, 6/01/00 ...........................    1,504,424
                                                                   -----------
                                                                     9,875,092
                                                                   -----------
                      INDUSTRIALS--2.9%
    AA      1,000@@   TCI Communications, Inc.,
                        8.25%, 1/15/03 ...........................   1,097,400
    Baa2    2,092     Union Pacific Corp.,***
                        Zero Coupon,
                        5/01/99 - 5/01/05 ........................   1,531,297
                                                                   -----------
                                                                     2,628,697
                                                                   -----------
                      UTILITIES--2.3%
    A       1,000     AlltelCorp.,
                        7.50%, 3/01/06 ............................  1,099,700
    BBB-    1,000     NRG Energy, Inc,***
                        7.63%, 2/01/06 ............................  1,031,000
                                                                   -----------
                                                                     2,130,700
                                                                   -----------
                      YANKEE--2.3%
    BBB-    1,000     Empresa Electric Guacolda SA,***
                        7.95%, 4/30/03 ............................    917,674
    BBB+      200     Empresa Electric Pehuhuenche,
                        7.30%, 5/01/03 ............................    184,252
    A-      1,000++   Israel Electric Corp. Ltd.,***
                      7.25%, 12/15/06 .............................  1,005,930
                                                                     2,107,856
                                                                   -----------
                      Total corporate bonds ....................... 16,742,345
                                                                   -----------
    
                      ASSET-BACKED SECURITIES--1.8%
    AAA        800    Chase Credit Card Master Trust,
                        Series 1997-5, 6.19%, 8/15/05 .............    817,361
    N/R        431    Global Rated Eligible Asset Trust,
                        Series 1998-A, Class A-1,
                        7.33%, 3/15/06**/*** ......................    298,943
    N/R        899    Structured Mortgage Asset
                        Residential Trust,
                        Series 1997-3,
                        8.57%, 4/15/06**/*** ......................    497,595
                                                                   -----------
                                                                     1,613,899
                                                                   -----------
                      STRIPPED MORTGAGE-BACKED
                       SECURITIES--5.9%
                      Collateralized Mortgage Obligation Trust,
    AAA        753      Trust 26, Class A, 4/23/17 (P/O)655,771
    AAA         61      Trust 29, Class A, 5/23/17 (P/O)49,914
                      Federal Home Loan Mortgage Corp.,
             1,500      Series 1543, Class 1543-VU,
                          4/15/23 (I/O) ...........................    469,338
             1,179      Series 1946, Class 1946-N,
                          10/15/08 (P/O) ..........................  1,051,422
                      Federal National Mortgage
                        Association,
             1,406      Trust 1993-225, Class 225-ME,
                          11/25/23 (P/O) ..........................    664,335
             6,755      Trust 1997-84, Class 84-PJ
                          1/25/08 (I/O) ...........................  1,726,068
               524      Trust 1997-85, Class 85-LE,
                          10/25/23 (P/O) ..........................    492,404
             3,486      Trust 1998-62, Class EI,
                          11/25/28 (I/O) ..........................    346,416
                                                                   -----------
                                                                     5,455,668
                                                                   -----------
                      U.S. GOVERNMENT
                       SECURITIES--1.2%
             1,095      Small Business Administration,
                          Series 1998-P10, Class 10A,
                          6.12%, 2/01/08 ..........................  1,113,219
                                                                   -----------
                        ZERO COUPON BONDS--46.8%
            12,407      Aid to Israel,
                          2/15/05 - 8/15/05 .......................  9,065,730
                        Government Trust Certificates,
             5,220        Class 2F, 5/15/05 .......................  3,796,871
            13,760        Class T-1, 5/15/05 ...................... 10,051,818
            18,000+     U.S. Treasury Strips,
                          11/15/05 ................................ 12,986,280
            10,000      Vanguard Prime Money Market Strip,
                          12/31/04 ................................  7,243,000
                                                                   -----------
                                                                    43,143,699
                                                                   -----------

See Notes to Financial Statements.

                                       2
<PAGE>
- --------------------------------------------------------------------------------
             PRINCIPAL
  RATING*     AMOUNT                                                    VALUE
(UNAUDITED)   (000)           DESCRIPTION                             (NOTE 1)
- --------------------------------------------------------------------------------
                       TAXABLE  MUNICIPAL BONDS--6.9%
    AAA    $ 1,000      Alameda County California
                          Pension Obligation,
                          Zero Coupon, 12/01/05 ...................  $ 673,110
    AAA      1,000      Alaska Energy Power
                          Authority Revenue,
                          Zero Coupon, 7/01/05 ....................    766,820
    AAA      1,466      Kern County California
                          Pension Obligation,
                          Zero Coupon, 2/15/99 - 8/15/05 ..........  1,075,025
                        Long Beach California
                          Pension Obligation,
    AAA      1,475        Zero Coupon, 3/01/99 - 9/01/05 ..........  1,079,816
    AAA        500        7.09%, 9/01/09                               547,960
                        Los Angeles County California
                          Pension Obligation,
    AAA        440        Zero Coupon, 6/30/99 - 6/30/05 ..........    361,315
    AAA      1,000        6.77%, 6/30/05 ..........................    678,630
    AAA      1,000        8.62%, 6/30/06 ..........................  1,178,620
                                                                   -----------
                                                                     6,361,296
                                                                   -----------
            NOTIONAL
             AMOUNT
             (000)
           _________
                         CALL OPTIONS PURCHASED--0.6%
           $15,000       Interest Rate Swap,
                           5.60% over 3 month LIBOR,
                           expires 8/07/00
                           (cost $206,250) .......................     510,602
                                                                   -----------
                         Total long-term investments
                           (cost $97,291,191) .................... 106,380,567
                                                                   -----------
           PRINCIPAL
            AMOUNT
             (000)
           _________
                        SHORT TERM INVESTMENT--3.1%
                        Discount Notes      
           $2,900       Federal Home Loan Bank,
                          4.60%, 1/4/99
                          (Cost $2,898,960)                          2,898,960
                                                                   -----------
                       Total investments before
                       outstanding call options
                       written and investments
                       sold short
                       (cost $100,190,151)                         109,279,527
                                                                   -----------
               
                      CALL OPTIONS WRITTEN--(0.6%)
          $24,000     Interest Rate Swap,
                       3 month LIBOR over 5.50%,
                       expires 8/10/99
                      (premium received $147,000)                  $  (532,896)
                                                                   -----------
          PRINCIPAL
           AMOUNT
            (000)
          _________
                      INVESTMENTS SOLD SHORT--(9.8%)
                      U.S. Treasury Bonds,
           $5,000      6.13%, 11/15/27                              (5,596,850)
            3,000      6.38%, 8/15/27                               (3,448,110)
                                                                    ----------
                     Total investments sold short
                       (proceeds $8,711,446)                       (9,044,960)
                                                                    ----------
                     Total investments, net of
                      outstanding call options
                      written and investments
                      sold short--108.2%
                      (cost $$91,331,705)                           99,701,671
                    Liabilities in excess of other
                      assets--(8.2%)                                (7,568,461)
                                                                    ----------
        
                    NET ASSETS--100%                               $92,133,210
                                                                   ===========
- ---------------
   * Using the higher of Standard & Poor's or Moody's rating.
  ** Illiquid securities representing 0.7% of portfolio assets.
 *** Security restricted as to resale.
   + Partial  principal  amount  pledged as  collateral  for reverse  repurchase
     agreements. See Note 4.
  ++ Entire  principal  amount  pledged as  collateral  for  reverse  repurchase
     agreements. See Note 4.
   @ Partial  principal  amount  pledged as  collateral  for  financial  futures
     transactions.
  @@ Entire  principal  amount  pledged  as  collateral  for  financial  futures
     transactions.
        
- --------------------------------------------------------------------------------
                                KEY TO ABBREVIATIONS
     ARM   -- Adjustable Rate Mortgage.
     CMO   -- Collateralized Mortgage Obligation.
     I     -- Denotes a CMO with Interest only characteristics.
     I/O   -- Interest Only. LIBOR -- London InterBank Offer Rate.
     P/O   -- Principal Only.
     REMIC -- Real Estate Mortgage Investment Conduit.
        
- --------------------------------------------------------------------------------

See Notes to Financial Statements.

                                       3
<PAGE>


- --------------------------------------------------------------------------------
BAT SUBSIDIARY, INC.
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
ASSETS
Investments, at value
  (cost $100,190,151) (Note 1) ..................................  $109,279,527
Cash ............................................................        51,094
Deposits with brokers as 
  collateral for investment sold short (Note 1) .................     9,203,750
Interest receivable .............................................       693,112
Unrealized appreciation on interest rate swaps
  (Notes 1 and 3) ...............................................        81,656
                                                                   ------------
                                                                    119,309,139
                                                                   ------------

LIABILITIES
Reverse repurchase agreements (Note 4) ..........................    17,190,000
Investment sold short, at value
  (proceeds $8,711,446) (Note 1) ................................     9,044,960
Call option written, at value
  (premium received $147,000) (Notes 1 and 3) ...................       532,896
Interest payable ................................................       236,661
Due to broker-variation margin ..................................         6,593
Due to parent (Note 2) ..........................................       164,819
                                                                   ------------
                                                                     27,175,929
                                                                   ------------
NET ASSETS ......................................................  $ 92,133,210
                                                                   ============

Net assets were comprised of:
  Common stock, at par (Note 5) .................................     $  95,107
  Paid-in capital in excess of par ..............................    82,201,572
                                                                   ------------
                                                                     82,296,679
  Undistributed net investment income ...........................       531,542
  Accumulated net realized gain .................................       860,503
  Net unrealized appreciation ...................................     8,444,486
                                                                   ------------
  Net assets, December 31, 1998 .................................  $ 92,133,210
                                                                   ============
Net asset value per share:
  ($92,133,210 / 9,510,667 shares of
  common stock issued and outstanding) ..........................        $ 9.69
                                                                         ======

See Notes to Financial Statements.


- --------------------------------------------------------------------------------
BAT SUBSIDIARY, INC.
STATEMENT OF OPERATIONS
FOR THE PERIOD OCTOBER 31, 1998 
(COMMENCEMENT OF OPERATIONS) TO 
DECEMBER 31, 1998
- --------------------------------------------------------------------------------

NET INVESTMENT INCOME
Income
  Interest earned (net of premium amortization
    of $13,625 and net of interest
    expense of $254,256) ........................................     $ 696,361
                                                                    -----------
Operating expenses
  Investment advisory ...........................................        76,284
  Administration ................................................        15,257
  Custodian .....................................................         7,000
  Audit .........................................................         5,000
  Directors .....................................................         3,000
  Miscellaneous .................................................        29,403
                                                                    -----------
    Total operating expenses ....................................       135,944
                                                                    -----------
Net investment income before excise tax .........................       560,417
  Excise tax ....................................................        28,875
                                                                    -----------
Net investment income ...........................................       531,542
                                                                    -----------

REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS (NOTE 3)
Net realized gain on:
  Investments and ...............................................       267,399
  Futures .......................................................       593,104
                                                                    -----------
                                                                        860,503
                                                                    -----------
Net change in unrealized appreciation (depreciation) on:
  Investments ...................................................     9,089,376
  Options written ...............................................      (385,896)
  Futures .......................................................        (7,136)
  Short sales ...................................................      (333,514)
  Interest rateswaps ............................................        81,656
                                                                    -----------
 ................................................................     8,444,486
                                                                    -----------
Net gain on investments .........................................     9,304,989
                                                                    -----------

NET INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS .....................................   $ 9,836,531
                                                                    ===========

See Notes to Financial Statements.

                                       4
<PAGE>
- --------------------------------------------------------------------------------
BAT SUBSIDIARY, INC.
STATEMENT OF CASH FLOWS
FOR THE PERIOD OCTOBER 31, 1998 
(COMMENCEMENT OF OPERATIONS) TO 
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH 
Cash flows used for operating activities:
  Interest received .............................................     $ 271,130
  Interest expense paid .........................................       (17,595)
  Purchases of short-term
    portfolio investments, net ..................................    (3,105,210)
  Purchases of long-term portfolio investments ..................  (102,159,040)
  Proceeds from disposition of long-term
    portfolio investments .......................................    87,279,248
  Variation margin on futures ...................................       592,561
                                                                   ------------
  Net cash flows used for operating
    activities ..................................................   (17,138,906)
                                                                   ------------
  Cash flows provided by financing activities:
Increase in reverse repurchase agreements .......................    17,190,000
                                                                   ------------
  Net increase in cash ..........................................        51,094
  Cash at beginning of period ...................................            --
                                                                   ------------
  Cash at end of period .........................................  $     51,094
                                                                   ============

RECONCILIATION OF NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS TO NET CASH FLOWS
USED FOR OPERATING ACTIVITIES
Net increase in net assets resulting
  from operations ...............................................  $  9,836,531
                                                                   ------------
Increase in investments .........................................   (17,677,859)
Net realized gain ...............................................      (860,503)
Increase in unrealized appreciation .............................    (8,444,486)
Increase in interest receivable .................................      (693,112)
Increase in deposits with brokers for
  investments sold short ........................................    (9,203,750)
Increase in unrealized appreciation of
  interest rate swap ............................................       (81,656)
Increase in due to broker-variation
  margin ........................................................         6,593
Increase in payable for investments sold short ..................     9,044,960
Increase in call option written .................................       532,896
Increase in interest payable ....................................       236,661
Increase in due to parent .......................................       164,819
                                                                   ------------
  Total adjustments .............................................   (26,975,437)
                                                                   ------------
Net cash flows used for operating activities ....................  $(17,138,906)
                                                                   ============
Non-cash funding activity:
  Transfer of assets from
    BAT in exchange for shares issued ...........................   $ 82,296,679
                                                                   ============



- --------------------------------------------------------------------------------
BAT SUBSIDIARY, INC.
STATEMENT OF CHANGES
IN NET ASSETS
- --------------------------------------------------------------------------------

                                         FOR THE PERIOD
                                        OCTOBER 31, 1998
                                         (COMMENCEMENT
                                       OF OPERATIONS) TO
                                        DECEMBER 31, 1998
- --------------------------------------------------------------------------------
INCREASE IN NET ASSETS

Operations:

  Net investment income ..................   $ 531,542

  Net realized gain ......................     860,503


  Net change in unrealized
    appreciation .........................   8,444,486
                                           -----------


  Net increase in net assets
    resulting from operations ............   9,836,531

Transfer of assets from BAT in exchange
  for shares issued ......................  82,296,679
                                           -----------
Total increase ...........................  92,133,210


NET ASSETS

Beginning of period ......................          --
                                           -----------

End of period ............................ $92,133,210
                                           ===========

See Notes to Financial Statements.


                                       5
<PAGE>
- --------------------------------------------------------------------------------
BAT SUBSIDIARY, INC.
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

                                                              OCTOBER 31, 1998*
                                                                   THROUGH
                                                              DECEMBER 31, 1998
                                                              -----------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period ...........................   $ 8.65
                                                                   ------
  Net investment income (net of $0.03 of interest expense) .....     0.06
  Net realized and unrealized gain .............................     0.98
                                                                   ------
Net increase from investment operations ........................     1.04
                                                                   ------
Net asset value, end of period .................................   $ 9.69
                                                                   ======
TOTAL INVESTMENT RETURN+: ......................................    12.02%
                                                                   ======
RATIOS TO AVERAGE NET ASSETS:
Operating expenses** ...........................................     0.89%++
Net investment income ..........................................     3.50%++
SUPPLEMENTAL DATA:
Average net assets (in thousands) ..............................  $90,986

Portfolio turnover .............................................        3%
Net assets, end of period (in thousands) .......................  $92,133
Reverse repurchase agreements outstanding,
  end of period (in thousands) .................................  $17,190
Asset coverage++ ...............................................  $ 6,369

- --------------------
   * Commencement of investment operations.
  ** The ratios of operating  expenses,  including interest expense,  to average
     net  assets  was  2.57%++  for the period  indicated  above.  The ratios of
     operating  expenses,  including interest expense and excise tax, to average
     net assets was 2.76%++ for the period indicated above.
   + This entity is not publicly traded and therefore total investment return is
     calculated  assuming a purchase  of common  stock at the  current net asset
     value on the first day and a sale at the net asset value on the last day of
     the period reported.  Total investment  return for periods of less than one
     full year are not annualized.
  ++ Annualized.
 +++ Per $1,000 of reverse repurchase agreement outstanding.

The information  above represents the audited  operating  performance data for a
share of common stock outstanding,  total investment  return,  ratios to average
net  assets  and  other  supplemental  data,  for  the  period  indicated.  This
information has been determined based upon financial information provided in the
financial statements.




                       See Notes to Financial Statements.


                                       6
<PAGE>

- --------------------------------------------------------------------------------
BAT SUBSIDIARY, INC.
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1. ORGANIZATION &         BAT Subsidiary, Inc. (the Accounting "Trust") was
POLICIES                       incorporated  under  the  laws  of the  state  of
                               Maryland   on   August   10,   1998,   and  is  a

diversified,   closed-end   management   investment   company.   The  Trust  was
incorporated solely for the purpose of receiving all or a substantial portion of
the assets of The  BlackRock  Advantage  Term Trust Inc.,  ("BAT")  incorporated
under  the  laws  of the  state  of  Maryland  and as  such,  is a  wholly-owned
subsidiary of BAT. The Trust's investment  objective is to manage a portfolio of
investment grade fixed income securities while providing cash flow definition to
BAT. No assurance  can be given that the Trust's  investment  objective  will be
achieved.

   The following is a summary of significant accounting policies followed by the
Trust.

SECURITIES VALUATION:  The Trust values mortgage-backed,  asset backed and other
debt securities on the basis of current market quotations provided by dealers or
pricing services approved by the Trust's Board of Directors.  In determining the
value of a particular  security,  pricing  services may use certain  information
with respect to transactions in such securities, quotations from dealers, market
transactions in comparable securities, various relationships between securities,
observed  in the  market  and  calculated  yield  measures  based  on  valuation
technology commonly employed in the market for such securities.  Exchange-traded
options are valued at their last sales price as of the close of options  trading
on the applicable  exchanges.  In the absence of a last sale, options are valued
at the average of the quoted bid and asked prices as of the close of business. A
futures  contract  is  valued  at the last  sale  price  as of the  close of the
commodities  exchange on which it trades  unless the Trust's  Board of Directors
determines  that such price does not reflect  its fair  value,  in which case it
will be  valued  at its  fair  value  as  determined  by the  Trust's  Board  of
Directors.  Any  securities  or other  assets  for  which  such  current  market
quotations  are not readily  available are valued at fair value as determined in
good faith under procedures established by and under the general supervision and
responsibility of the Trust's Board of Directors.
   Short-term securities which mature in 60 days or less are valued at amortized
cost,  if their  term to  maturity  from  date of  purchase  is 60 days or less.
Short-term securities with a term to maturity greater than 60 days from the date
of purchase are valued at current market quotations until maturity.
   In  connection  with  transactions  in  repurchase  agreements,  the  Trust's
custodian takes possession of the underlying collateral securities, the value of
which at least  equals  the  principal  amount  of the  repurchase  transaction,
including  accrued  interest.  To the  extent  that any  repurchase  transaction
exceeds one business day, the value of the collateral is  marked-to-market  on a
daily basis to ensure the adequacy of the collateral. If the seller defaults and
the value of the collateral declines or if bankruptcy  proceedings commence with
respect to the seller of the  security,  realization  of the  collateral  by the
Trust may be delayed or limited.

OPTION  SELLING/PURCHASING:  When the Trust  sells or  purchases  an option,  an
amount  equal to the  premium  received  or paid by the Trust is  recorded  as a
liability or an asset and is  subsequently  adjusted to the current market value
of the option  written or purchased.  Premiums  received or paid from writing or
purchasing  options  which  expire  unexercised  are treated by the Trust on the
expiration date as realized gains or losses.  The difference between the premium
and the  amount  paid or  received  on  effecting  a  closing  purchase  or sale
transaction, including brokerage commissions, is also treated as a realized gain
or loss. If an option is exercised, the premium paid or received is added to the
cost of the purchase or proceeds from the sale in determining  whether the Trust
has realized a gain or a loss on investment  transactions.  The Trust, as writer
of an option, may have no control over whether the underlying  securities may be
sold  (call) or  purchased  (put) and as a result  bears the  market  risk of an
unfavorable change in the price of the security underlying the written option.

   Options,  when used by the Trust,  help in  maintaining a targeted  duration.
Duration is a measure of the price  sensitivity  of a security or a portfolio to
relative changes in interest rates. For instance, a duration of "one" means that
a portfolio's or a security's price would be expected to change by approximately
one percent  with a one percent  change in interest  rates,  while a duration of
five  would  imply  that the price  would  move  approximately  five  percent in
relation to a one percent change in interest rates.

   Option  selling  and  purchasing  is used by the Trust to  effectively  hedge
positions  so that  changes in interest  rates do not change the duration of the
portfolio  unexpectedly.  In general,  the Trust uses options to hedge a long or
short  position  or an  overall  portfolio  that is longer or  shorter  than the
benchmark  security.  A call option gives the  purchaser of the option the right
(but not  obligation)  to buy, and obligates the seller to sell (when the option
is exercised),  the underlying position at the 

                                       7

<PAGE>

exercise price at anytime or at a specified time during the option period. A put
option  gives the holder the right to sell and  obligates  the writer to buy the
underlying  position at the  exercise  price at any time or at a specified  time
during the option period.  Put options can be purchased to  effectively  hedge a
position or a portfolio  against  price  declines if a portfolio is long. In the
same sense,  call options can be purchased to hedge a portfolio  that is shorter
than its  benchmark  against price  changes.  The Trust can also sell (or write)
covered call options and put options to hedge portfolio positions.
   The main risk that is associated with  purchasing  options is that the option
expires without being exercised.  In this case, the option expires worthless and
the premium paid for the option is considered the loss. The risk associated with
writing call options is that the Trust may forego the  opportunity  for a profit
if the  market  value of the  underlying  position  increases  and the option is
exercised. The risk in writing put options is that the Trust may incur a loss if
the  market  value  of the  underlying  position  decreases  and the  option  is
exercised.  In addition,  as with futures  contracts,  the Trust risks not being
able to enter into a closing transaction for the written option as the result of
an illiquid market.

INTEREST  RATE  SWAPS:  In a simple  interest  rate swap,  one  investor  pays a
floating  rate of interest on a notional  principal  amount and receives a fixed
rate of interest on the same notional principal amount for a specified period of
time.  Alternatively,  an  investor  may pay a fixed rate and receive a floating
rate.  Rate swaps were conceived as  asset/liability  management  tools. In more
complex  swaps,  the notional  principal  amount may decline (or amortize)  over
time.

   During the term of the swap,  changes in the value of the swap are recognized
as unrealized gains or losses by "marking-to-market" to reflect the market value
of the swap. When the swap is terminated,  the Trust will record a realized gain
or loss  equal to the  difference  between  the  proceeds  from (or cost of) the
closing transaction and the Trust's basis in the contract, if any.

   The Trust is exposed to credit  loss in the event of  non-performance  by the
other party to the interest rate swap.  However,  the Trust does not  anticipate
non-performance by any counterparty.

FINANCIAL  FUTURES  CONTRACTS:  A futures  contract is an agreement  between two
parties to buy and sell a financial instrument for a set price on a future date.
Initial margin deposits are made upon entering into futures contracts and can be
either  cash or  securities.  During the period the  futures  contract  is open,
changes in the value of the  contract  are  recognized  as  unrealized  gains or
losses by  "marking-to-market"  on a daily basis to reflect the market  value of
the contract at the end of each day's  trading.  Variation  margin  payments are
made or  received,  depending  upon  whether  unrealized  gains  or  losses  are
incurred. When the contract is closed, the Trust records a realized gain or loss
equal to the  difference  between  the  proceeds  from (or cost of) the  closing
transaction and the Trust's basis in the contract.

   Financial  futures  contracts,  when used by the Trust, help in maintaining a
targeted  duration.  Futures  contracts  can be sold to  effectively  shorten an
otherwise longer duration portfolio. In the same sense, futures contracts can be
purchased  to lengthen a portfolio  that is shorter  than its  duration  target.
Thus, by buying or selling futures contracts,  the Trust can effectively "hedge"
more  volatile  positions  so that  changes in interest  rates do not change the
duration of the portfolio unexpectedly.

   The Trust may invest in financial futures contracts primarily for the purpose
of hedging its existing portfolio  securities or securities the Trust intends to
purchase  against  fluctuations in value caused by changes in prevailing  market
interest  rates.  Should  interest  rates move  unexpectedly,  the Trust may not
achieve the  anticipated  benefits of the  financial  futures  contracts and may
realize a loss. The use of futures  transactions  involves the risk of imperfect
correlation in movements in the price of futures  contracts,  interest rates and
the  underlying  hedged  assets.  The Trust is also at risk of not being able to
enter into a closing transaction for the futures contract because of an illiquid
secondary market.  In addition,  since futures are used to shorten or lengthen a
portfolio's  duration,  there is a risk that the portfolio may have  temporarily
performed better without the hedge or that the Trust may lose the opportunity to
realize appreciation in the market price of the underlying positions.

SHORT SALES: The Trust may make short sales of securities as a method of hedging
potential  price declines in similar  securities  owned.  When the Trust makes a
short  sale,  it may  borrow  the  security  sold  short and  deliver  it to the
broker-dealer  through  which  it made  the  short  sale as  collateral  for its
obligation  to deliver the security upon  conclusion of the sale.  The Trust may
have to pay a fee to borrow the  particular  securities  and may be obligated to
pay over any payments received on such borrowed  securities.  A gain, limited to
the price at which the Trust sold the security short, or a loss, unlimited as to
dollar amount,  will be recognized  upon the  termination of a short sale if the
market price is less or greater than the proceeds originally received.

SWAP  OPTIONS:  Swap  options are similar to options on  securities  except that
instead of  purchasing  the right to buy a security,  the  purchaser of the swap
option has the right to enter into a previously  agreed upon  interest rate swap
agreement at any time before the expiration of the option.  Premiums received or
paid from writing or purchasing  options which expire unexercised are treated by
the Trust on the  expiration  date as realized  gains or losses.  The difference
between the  premium  and the amount  paid or  received  on  effecting a closing
purchase or sale 


                                       8

<PAGE>

transaction, including brokerage commissions, is also treated as a realized gain
or loss. If an option is exercised, the premium paid or received is added to the
proceeds from the sale or cost of the purchase in determining  whether the Trust
has realized a gain or a loss on investment  transactions.  The Trust, as writer
of an option, bears the market risk of an unfavorable change in the value of the
swap contract  underlying the written option.  Interest rate swap options may be
used as part of an income producing strategy  reflecting the view of the Trust's
management on the direction of interest rates.

SECURITIES  LENDING:  The Trust may lend its  portfolio  securities to qualified
institutions.  The loans are secured by collateral at least equal, at all times,
to the market  value of the  securities  loaned.  The Trust may bear the risk of
delay in recovery of, or even loss of rights in, the  securities  loaned  should
the borrower of the securities fail financially. The Trust receives compensation
for lending its  securities in the form of interest on the loan.  The Trust also
continues to receive interest on the securities  loaned, and any gain or loss in
the market price of the securities  loaned that may occur during the term of the
loan  will be for the  account  of the  Trust.  The  Trust  did  not  engage  in
securities lending during the year ended December 31, 1998.

SECURITIES  TRANSACTIONS  AND INVESTMENT  INCOME:  Securities  transactions  are
recorded  on the trade  date.  Realized  and  unrealized  gains and  losses  are
calculated  on the  identified  cost basis.  Interest  income is recorded on the
accrual  basis  and  the  Trust  accretes  discount  and  amortizes  premium  on
securities purchased using the interest method.

TAXES: It is the Trust's  intention to continue to meet the  requirements of the
Internal  Revenue Code  applicable  to  regulated  investment  companies  and to
distribute  substantially  all taxable  income to  shareholders.  Therefore,  no
federal income tax provision is required.  As part of its tax planning strategy,
the Trust  intends to retain a portion of its  taxable  income and pay an excise
tax on the undistributed amounts.

ESTIMATES:  The preparation of financial statements in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period.
Actual results could differ from those estimates.


NOTE 2. AGREEMENTS             The Trust has an  Investment  Advisory  Agreement
                               with BlackRock Financial  Management,  Inc., (the
"Adviser"),  a wholly owned corporate  subsidiary of BlackRock  Advisors,  Inc.,
which  is an  indirect  majority-owned  subsidiary  of PNC  Bank,  N.A.,  and an
Administration  Agreement  with  Prudential  Investments  Fund  Management,  LLC
("PIFM"), an indirect,  wholly-owned  subsidiary of The Prudential Insurance Co.
of America.

The Trust  reimburses  the BAT for its pro-rata  share of  applicable  expenses,
including investment advisory and administrative fees, in an amount equal to the
proportionate  amount of average net assets which are held by the Trust relative
to the average net assets of the BAT.


NOTE 3. PORTFOLIO              Purchases  and sales of invest- ment  securities,
SECURITIES                     other  than  short-term  investments  and  dollar
                               rolls,  for the period  ended  December  31, 1998
aggregated $102,159,040 and $3,263,175, respectively.

   The Trust may invest up to 85% of its total  assets in  securities  which are
not readily  marketable,  including those which are restricted as to disposition
under securities law ("restricted securities").  At December 31, 1998, the Trust
held 15.5% of its portfolio assets in restricted securities.

   The Trust may from time to time  purchase  in the  secondary  market  certain
mortgage  pass-through  securities  packaged or master  serviced by PNC Mortgage
Securities Corp. (or Sears Mortgage if PNC Mortgage  Securities Corp.  succeeded
to rights and duties of Sears) or mortgage related  securities  containing loans
or mortgages  originated by PNC Bank or its affiliates,  including  Midland Loan
Services,  Inc.  It  is  possible  under  certain  circumstances,  PNC  Mortgage
Securities Corp. or its affiliates,  including Midland Loan Services, Inc. could
have  interests  that are in conflict with the holders of these  mortgage-backed
securities,  and such holders could have rights against PNC Mortgage  Securities
Corp. or its affiliates, including Midland Loan Services, Inc.

   The federal income tax basis of the Trust's  investments at December 31, 1998
was  $100,192,943  and,  accordingly,  net unrealized  appreciation  for federal
income tax purposes was $9,086,584 (gross unrealized  appreciation--$10,345,400;
gross unrealized depreciation--$1,258,816).

   Details of open  financial  futures  contracts  at  December  31, 1998 are as
follows:

                                          VALUE AT     VALUE AT     UNREALIZED
NUMBER OF                  EXPIRATION      TRADE     DECEMBER 31,  APPRECIATION
CONTRACTS      TYPE           DATE         DATE          1998     (DEPRECIATION)
- --------  ---------------   --------   -----------   -----------  --------------
           Long Position:
   110     30-yr. T-bond    Mar 1999   $14,340,026   $14,055,937    $(284,089)
           Short Position:
  (229)    10-yr. T-note    Mar 1999    27,563,734    27,286,781      276,953
                                                                    ---------
                                                                    $  (7,136)
                                                                    =========



                                       9
<PAGE>

   Details of open interest rate swaps at December 31, 1998 are as follows:

 NOTIONAL                    FIXED/                                 UNREALIZED
  AMOUNT                    FLOATING        FLOATING  TERMINATION  APPRECIATION
  (000)        TYPE           RATE            RATE        DATE    (DEPRECIATION)
- --------  --------------   -------------  ----------- ------------ -------------
$36,375    Interest Rate      6.365%      3 Mo. LIBOR    7/27/00    $1,322,846
  5,000    Floating Rate    3 Mo. T-Bill
                            + 80.25 bps   3 Mo. LIBOR    9/10/03       (24,000)
  5,000    Floating Rate    3 Mo. T-Bill               
                            + 81.75 bps   3 Mo. LIBOR    9/10/03       (19,166)
(25,000)   Interest Rate      6.421%      3 Mo. LIBOR    7/27/01    (1,198,024)
                                                                   -----------
                                                                      $ 81,656
                                                                   ===========

NOTE 4. BORROWINGS             REVERSE  REPURCHASE  AGREEMENTS:  The  Trust  may
                               enter into  reverse  repurchase  agreements  with
qualified,  third party  broker-dealers as determined by and under the direction
of the Trust's Board of Directors.  Interest on the value of reverse  repurchase
agreements issued and outstanding will be based upon competitive market rates at
the time of  issuance.  At the time the Trust  enters into a reverse  repurchase
agreement,  it will establish and maintain a segregated account with the lender,
the  value  of which  at  least  equals  the  principal  amount  of the  reverse
repurchase transactions including accrued interest.

   The average daily balance of reverse repurchase agreements outstanding during
the period ended  December 31, 1998 was  approximately  $3,111,770 at a weighted
average  interest rate of  approximately  5.42%.  The maximum  amount of reverse
repurchase  agreements  outstanding  at any  month-end  during the period  ended
December  31, 1998 was  $20,270,407  as of November  30, 1998 which was 16.7% of
total assets.

DOLLAR  ROLLS:  The Trust may enter into  dollar  rolls in which the Trust sells
securities  for delivery in the current  month and  simultaneously  contracts to
repurchase  substantially similar (same type, coupon and maturity) securities on
a specified future date.  During the roll period the Trust forgoes principal and
interest paid on the  securities.  The Trust will be compensated by the interest
earned on the cash  proceeds  of the  initial  sale and by the lower  repurchase
price at the future date.

The Trust did not enter into dollar  rolls  during the year ended  December  31,
1998.


NOTE 5. CAPITAL                There  are 200  million  shares of $.01 par value
                               common  stock  authorized.  BAT  owned all of the
9,510,667 shares outstanding at December 31, 1998.



                                       10
<PAGE>

- --------------------------------------------------------------------------------
                              BAT SUBSIDIARY, INC.
                         REPORT OF INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------

The Shareholder and Board of Directors of
BAT Subsidiary, Inc.:

We have  audited the  accompanying  statement of assets and  liabilities  of BAT
Subsidiary,  Inc.  (the  "Trust"),  a  wholly-owned  subsidiary of the Blackrock
Advantage  Term Trust  Inc.,  including  the  portfolio  of  investments,  as of
December 31, 1998,  and the related  statements of operations  and of cash flows
and  financial  highlights  for the period  October  31, 1998  (commencement  of
operations)  to December 31, 1998.  These  financial  statements  and  financial
highlights are the responsibility of the Trust's management.  Our responsibility
is to express an opinion on these financial  statements and financial highlights
based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about whether the financial  statements and financial  highlights are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures  included  confirmation of securities  owned at December 31, 1998, by
correspondence  with the custodian and brokers;  where replies were not received
from brokers,  we performed  other auditing  procedures.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provide a reasonable basis for our opinion.

In our opinion,  such  financial  statements  and financial  highlights  present
fairly, in all material respects, the financial position of BAT Subsidiary, Inc.
as of December 31, 1998, and the results of its operations,  its cash flows, the
changes in its net assets and the financial highlights for the respective stated
period, in conformity with generally accepted accounting principles.



/s/ Deloitte & Touche LLP

Deloitte & Touche, LLP

New York, New York
February 12, 1999

                                       11

<PAGE>
BLACKROCK

DIRECTORS
Laurence D. Fink, CHAIRMAN
Andrew F. Brimmer
Richard E. Cavanagh
Kent Dixon
Frank J. Fabozzi
James Grosfeld
James Clayburn La Force, Jr.
Walter F. Mondale
Ralph L. Schlosstein

OFFICERS
Ralph L. Schlosstein, PRESIDENT
Scott Amero, VICE PRESIDENT
Keith T. Anderson, VICE PRESIDENT
Michael C. Huebsch, VICE PRESIDENT
Robert S. Kapito, VICE PRESIDENT
Richard M. Shea, VICE PRESIDENT/TAX
Henry Gabbay, TREASURER
James Kong, ASSISTANT TREASURER
Karen H. Sabath, SECRETARY

INVESTMENT ADVISER
BlackRock Financial Management, Inc.
345 Park Avenue
New York, NY 10154
(800) 227-7BFM

ADMINISTRATOR
Prudential Investments Fund Management LLC
Gateway Center Three
100 Mulberry Street
Newark, NJ 07102-4077

CUSTODIAN AND TRANSFER AGENT
State Street Bank and Trust Company
One Heritage Drive
North Quincy, MA 02171
(800) 699-1BFM

INDEPENDENT AUDITORS
Deloitte & Touche LLP
Two World Financial Center
New York, NY 10281-1434

LEGAL COUNSEL
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, NY 10022

   This report is for shareholder information. This is not a prospectus intended
for use in the purchase or sale of any securities.



                              BAT SUBSIDIARY, INC.
                 c/o Prudential Investments Fund Management LLC
                              Gateway Center Three
                               100 Mulberry Street
                              Newark, NJ 07102-4077
                                 (800) 227-7BFM

[graphic] Printed on recycled paper




BAT SUBSIDIARY, INC.
- --------------------------------------------------------------------------------
ANNUAL REPORT
DECEMBER 31, 1998




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission