<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 1998
SECURITIES ACT REGISTRATION NO. 333-63145
INVESTMENT COMPANY ACT FILE NO. 811-08991
- -------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
--------------
FORM N-2
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[_] PRE-EFFECTIVE AMENDMENT NO.
[X] POST-EFFECTIVE AMENDMENT NO. 1
AND
[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] AMENDMENT NO. 5
THE BLACKROCK HIGH YIELD TRUST
(Exact name of Registrant as specified in charter)
C/O BLACKROCK FINANCIAL MANAGEMENT, INC.
345 PARK AVENUE
NEW YORK, NEW YORK 10154
(Address of principal executive offices)
(800) 227-7236
(Registrant's Telephone Number, including Area Code)
RALPH L. SCHLOSSTEIN
PRESIDENT
THE BLACKROCK HIGH YIELD TRUST
345 PARK AVENUE
NEW YORK, NEW YORK 10154
(Name and address of Agent for Service)
WITH A COPY TO:
THOMAS A. HALE STEVEN N. ROBINSON
SKADDEN, ARPS, SLATE, MEAGHER & FLOM CLEARY, GOTTLIEB, STEEN & HAMILTON
(ILLINOIS) 2000 PENNSYLVANIA AVENUE, N.W.
AND AFFILIATES 333 WEST WACKER DRIVE WASHINGTON D.C. 20006
CHICAGO, ILLINOIS 60606-1285
--------------
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after the
effective date of the Registration Statement.
IF ANY SECURITIES ON THIS FORM ARE TO BE OFFERED ON A DELAYED OR CONTINUOUS
BASIS IN RELIANCE ON RULE 415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN
SECURITIES OFFERED IN CONNECTION WITH A DIVIDEND REINVESTMENT PLAN, CHECK THE
FOLLOWING BOX . . . . . [_]
[X] THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT AND THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING IS 33-63145.
--------------
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT BEING OFFERING PRICE AGGREGATE AMOUNT OF
BEING REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE(2)
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares, no par value.... 6,670,000 $15.00 $100,050,000 $27,814
</TABLE>
- -------------------------------------------------------------------------------
(1) Includes 870,000 shares which may be purchased by the Underwriters to cover
over-allotments, if any.
(2) A fee of $3,054 was paid on September 10, 1998, a fee of $16,305 was paid
on November 24, 1998 and a fee of $7,194 was paid on December 17, 1998.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8 (a)
OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATES AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
<PAGE>
THE BLACKROCK HIGH YIELD TRUST
CROSS REFERENCE SHEET
(Pursuant to Rule 404(c) under the Securities Act of 1933)
Parts A & B of Prospectus*
<TABLE>
<S> <C> <C>
Item 1. Outside Front Cover........................................... Front Cover Page
Item 2. Inside Front and Outside Back Cover Page...................... Front Cover Page; Inside
Front Cover Page; Outside
Back Cover Page
Item 3. Fee Table and Synopsis........................................ Prospectus Summary; Fee
Table
Item 4. Financial Highlights.......................................... Not Applicable
Item 5. Plan of Distribution.......................................... Front Cover Page; Prospectus
Summary; Distribution
Item 6. Selling Shareholders.......................................... Not Applicable
Item 7. Use of Proceeds............................................... Use of Proceeds; Investment
Objective and Policies
Item 8. General Description of the Registrant......................... Front Cover Page; Prospectus
Summary; The Trust;
Investment Objective and
Policies; Risk Factors
Item 9. Management.................................................... Management of the Trust
Item 10. Capital Stock, Long-Term Debt, and Other Securities........... Description of the Shares
Item 11. Defaults and Arrears on Senior Securities..................... Not Applicable
Item 12. Legal Proceedings............................................. Not Applicable
Item 13. Table of Contents of the Statement of Additional Information.. Not Applicable
Item 14. Cover Page.................................................... Not Applicable
Item 15. Table of Contents............................................. Not Applicable
Item 16. General Information and History............................... The Trust
Item 17. Investment Objective and Policies............................. Investment Objective and
Policies
Item 18. Management.................................................... Management of the Trust
Item 19. Control Persons and Principal Holders of Securities........... Management of the Trust
Item 20. Investment Advisory and Other Services........................ Management of the Trust
Item 21. Brokerage Allocation and Other Practices...................... Investment Objective and
Policies
Item 22. Tax Status.................................................... Taxes
Item 23. Financial Statements.......................................... Statements of Assets and
Liabilities
</TABLE>
* Pursuant to the General Instructions of Form N-2, all information required
to be set forth in Part B: Statement of Additional Information has been
included in Part A: The Prospectus is included in Pre-Effective Amendment No.
3 to the Registration Statement which is incorporated by reference. The
Prospectus. Information required to be included in Part C is set forth under
the appropriate item, so numbered in Part C of this Registration Statement.
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(1) FINANCIAL STATEMENTS
* Part A--Report of Independent Accountants.
Statement of Assets and Liabilities.
Part B--None.
(2) EXHIBITS:
<TABLE>
<C> <S>
(a)** Agreement and Declaration of Trust
(b)** By-Laws
(c) Inapplicable
(d)** Form of Specimen Certificate
(e)** Form of Automatic Dividend Reinvestment Plan
(f) Inapplicable
(g)(i)** Form of Investment Advisory Agreement
(g)(ii)** Form of Sub-Investment Advisory Agreement
(h)** Form of Underwriting Agreement
(i) Inapplicable
(j)** Form of Custodian Agreement
(k)(i)** Form of Administration Agreement
(k)(ii)** Form of Registrar, Transfer Agent and Services Agreement
(l)* Opinion and Consent of Counsel to the Trust
(m) Inapplicable
(n)* Consent of Independent Public Accountants
(o) Inapplicable
(p)** Initial Subscription Agreement
(q) Inapplicable
(r)** Financial Data Schedule
</TABLE>
- --------
* Filed Herewith.
** Previously Filed.
ITEM 25. MARKETING ARRANGEMENTS
Reference is made to the Form of Underwriting Agreement for Registrant's
shares of beneficial interest to be filed by amendment to this Registration
Statement.
II-1
<PAGE>
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses to be incurred in
connection with the offering described in this Registration Statement:
<TABLE>
<S> <C>
Registration fees................................................ $ 27,814
New York Stock Exchange listing fee.............................. 81,100
Printing (other than certificates)............................... 400,000
Engraving and printing certificates.............................. 10,000
Fees and expenses of qualification under state securities laws
(excluding fees of counsel)..................................... 0
Accounting fees and expenses..................................... 25,000
Legal fees and expenses.......................................... 325,000
NASD fee......................................................... 10,505
Miscellaneous.................................................... 45,681
Total........................................................ $925,000
</TABLE>
- --------
* To be furnished by amendment.
ITEM 27. PERSON CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Prior to August 10, 1998 the Trust had no existence. As of the effective
date, the Trust will have entered into a Subscription Agreement for 6,667
shares with BlackRock Advisors, Inc. and an Underwriting Agreement with
respect to 5,800,000 shares with the Underwriters.
ITEM 28. NUMBER OF HOLDERS OF SHARES
<TABLE>
<CAPTION>
NUMBER OF
TITLE OF CLASS RECORD HOLDERS
-------------- --------------
<S> <C>
Shares of Beneficial Interest.............................. 0
</TABLE>
ITEM 29. INDEMNIFICATION
Article V of the Registrant's Agreement and Declaration of Trust provides as
follows:
Section 5.1. No Shareholder of the Trust shall be subject in such capacity
to any personal liability whatsoever to any Person in connection with Trust
Property or the acts, obligations or affairs of the Trust. Shareholders shall
have the same limitation of personal liability as is extended to stockholders
of a private corporation for profit incorporated under the general corporation
law of the State of Delaware. No Trustee or officer of the Trust shall be
subject in such capacity to any personal liability whatsoever to any Person,
other than the Trust or its Shareholders, in connection with Trust Property or
the affairs of the Trust, save only liability to the Trust or its Shareholders
arising from bad faith, willful misfeasance, gross negligence (negligence in
the case of those Trustees or officers who are directors, officers or
employees of the Trust's investment advisor ("Affiliated Indemnitees")) or
reckless disregard for his duty to such Person; and, subject to the foregoing
exception, all such Persons shall look solely to the Trust Property for
satisfaction of claims of any nature arising in connection with the affairs of
the Trust. If any Shareholder, Trustee or officer, as such, of the Trust, is
made a party to any suit or proceeding to enforce any such liability, subject
to the foregoing exception, he shall not, on account thereof, be held to any
personal liability.
II-2
<PAGE>
Section 5.2. a. The Trust hereby agrees to indemnify the Trustees and
officers of the Trust (each such person being an "indemnitee") against any
liabilities and expenses, including amounts paid in satisfaction of judgments,
in compromise or as fines and penalties, and reasonable counsel fees
reasonably incurred by such indemnitee in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or
criminal, before any court or administrative or investigative body in which he
may be or may have been involved as a party or otherwise or with which he may
be or may have been threatened, while acting in any capacity set forth above
in this Section 5.2 by reason of his having acted in any such capacity, except
with respect to any matter as to which he shall not have acted in good faith
in the reasonable belief that his action was in the best interest of the Trust
or, in the case of any criminal proceeding, as to which he shall have had
reasonable cause to believe that the conduct was unlawful, provided, however,
that no indemnitee shall be indemnified hereunder against any liability to any
person or any expense of such indemnitee arising by reason of (i) willful
misfeasance, (ii) bad faith, (iii) gross negligence (negligence in the case of
Affiliated Indemnitees), or (iv) reckless disregard of the duties involved in
the conduct of his position (the conduct referred to in such clauses (i)
through (iv) being sometimes referred to herein as "disabling conduct").
Notwithstanding the foregoing, with respect to any action, suit or other
proceeding voluntarily prosecuted by any indemnitee as plaintiff,
indemnification shall be mandatory only if the prosecution of such action,
suit or other proceeding by such indemnitee was authorized by a majority of
the Trustees.
b. Notwithstanding the foregoing, no indemnification shall be made hereunder
unless there has been a determination (1) by a final decision on the merits by
a court or other body of competent jurisdiction before whom the issue of
entitlement to indemnification hereunder was brought that such indemnitee is
entitled to indemnification hereunder or, (2) in the absence of such a
decision, by (i) a majority vote of a quorum of those Trustees who are neither
"interested persons" of the Trust (as defined in Section 2(a)(19) of the 1940
Act) nor parties to the proceeding ("Disinterested Non-Party Trustees"), that
the indemnitee is entitled to indemnification hereunder, or (ii) if such
quorum is not obtainable or even if obtainable, if such majority so directs,
independent legal counsel in a written opinion conclude that the indemnitee
should be entitled to indemnification hereunder. All determinations to make
advance payments in connection with the expense of defending any proceeding
shall be authorized and made in accordance with the immediately succeeding
paragraph (c) below.
c. The Trust shall make advance payments in connection with the expenses of
defending any action with respect to which indemnification might be sought
hereunder if the Trust receives a written affirmation by the indemnitee of the
indemnitee's good faith belief that the standards of conduct necessary for
indemnification have been met and a written undertaking to reimburse the Trust
unless it is subsequently determined that he is entitled to such
indemnification and if a majority of the Trustees determine that the
applicable standards of conduct necessary for indemnification appear to have
been met. In addition, at least one of the following conditions must be met:
(1) the indemnitee shall provide adequate security for his undertaking, (2)
the Trust shall be insured against losses arising by reason of any lawful
advances, or (3) a majority of a quorum of the Disinterested Non-Party
Trustees, or if a majority vote of such quorum so direct, independent legal
counsel in a written opinion, shall conclude, based on a review of readily
available facts (as opposed to a full trial-type inquiry), that there is
substantial reason to believe that the indemnitee ultimately will be found
entitled to indemnification.
d. The rights accruing to any indemnitee under these provisions shall not
exclude any other right to which he may be lawfully entitled.
II-3
<PAGE>
e. Subject to any limitations provided by the 1940 Act and this Declaration,
the Trust shall have the power and authority to indemnify other Persons
providing services to the Trust to the full extent provided by law as if the
Trust were a corporation organized under the Delaware General Corporation Law
provided that such indemnification has been approved by a majority of the
Trustees.
Insofar as indemnification for liabilities arising under the Act, may be
permitted to trustees, 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 trustee, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such trustee, 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 Act and will be governed by the
final adjudication of such issue.
ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Not Applicable
ITEM 31. LOCATION OF ACCOUNTS AND RECORDS
The Trust's accounts, books and other documents are currently located at the
offices of the Registrant, c/o BlackRock Advisors, Inc., 345 Park Avenue, New
York, New York 10154 and at the offices of State Street Bank and Trust, the
Registrant's Custodian and Boston EquiServ, the Registrant's Transfer Agent
and Dividend Disbursing Agent.
ITEM 32. MANAGEMENT SERVICES
Not Applicable
ITEM 33. UNDERTAKINGS
(a) The Registrant hereby undertakes to suspend offering of its units until
it amends its prospectus if (1) subsequent to the effective date of its
Registration Statement, the net asset value declines more than 10 percent from
its net asset value as of the effective date of the Registration Statement or
(2) the net asset value increases to an amount greater than its net proceeds
as stated in the prospectus.
(b) The Registrant hereby undertakes that (i) for the purpose of determining
any liability under the Act, the information omitted from the form of
prospectus filed as part of this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by the Registrant under Rule
497(h) under the Act shall be deemed to be part of this registration statement
as of the time it was declared effective; (ii) for the purpose of determining
any liability under the Act, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of the securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND THE
INVESTMENT COMPANY ACT OF 1940, THE REGISTRANT HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, AND STATE OF NEW YORK, ON
THE 18TH DAY OF DECEMBER, 1998.
/s/ Ralph L. Schlosstein
_____________________________________
RALPH L. SCHLOSSTEIN
PRESIDENT
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES ON THE 18TH DAY OF DECEMBER, 1998.
NAME TITLE
/s/ Andrew F. Brimmer* Trustee
- -------------------------------------
ANDREW F. BRIMMER
/s/ Richard E. Cavanagh* Trustee
- -------------------------------------
RICHARD E. CAVANAGH
/s/ Kent Dixon* Trustee
- -------------------------------------
KENT DIXON
/s/ Frank J. Fabozzi* Trustee
- -------------------------------------
FRANK J. FABOZZI
/s/ Laurence D. Fink* Trustee
- -------------------------------------
LAURENCE D. FINK
/s/ James Grosfeld* Trustee
- -------------------------------------
JAMES GROSFELD
/s/ James Clayburn LaForce, Jr.* Trustee
- -------------------------------------
JAMES CLAYBURN LAFORCE, JR.
/s/ Walter F. Mondale* Trustee
- -------------------------------------
WALTER F. MONDALE
/s/ Ralph L. Schlosstein Trustee and
- ------------------------------------- President (Chief
RALPH L. SCHLOSSTEIN Executive Officer)
/s/ Henry Gabbay* Treasurer (Principal
- ------------------------------------- Financial and
HENRY GABBAY Accounting Officer)
/s/ Ralph L. Schlosstein
*By:_________________________________
RALPH L. SCHLOSSTEIN
ATTORNEY-IN-FACT
II-5
<PAGE>
EXHIBIT INDEX
2(1) Opinion and Consent of Counsel to the Trust
Consent of Independent Public Accountants
<PAGE>
EXHIBIT L (I)
December 18, 1998
The BlackRock High Yield Trust
345 Park Avenue
New York, NY 10154
Re: The BlackRock High Yield Trust
Registration on Form N-2
---------------------------
Ladies and Gentlemen:
We have acted as special counsel to The BlackRock High Yield Trust, a
business trust formed under the Delaware Business Trust Act (the "Trust"), in
connection with the initial public offering by the Trust of up to 6,670,000
shares (including 870,000 shares subject to an over-allotment option) (the
"Shares") of the Trust's Common Shares of Beneficial Interest, par value $.001
per share (the "Common Shares").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Notification
of Registration of the Trust as an investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"), on Form N-8A, dated September
10, 1998, as filed with the Securities and Exchange Commission (the
"Commission") on September 10, 1998; (ii) the Registration Statement of the
Trust on Form N-2 (File Nos. 33-63145 and 811-08991), as filed with the
Commission on September 10, 1998 under the Securities Act of 1933, as amended
(the "1933 Act"), and the 1940 Act, Pre-Effective Amendment No. 1 thereto, as
filed with the Commission on November 10, 1998, Pre-Effective Amendment No. 2
thereto, as filed with the Commission on November 24, 1998, Pre-Effective
Amendment No. 3 thereto, as filed with the Commission on December 17, 1998, and
Pre-Effective Amendment No.4 as filed with the Commission on December 17, 1998
(such Registration Statement, as so amended, being hereinafter referred to as
the "Registrat1ion Statement"); (iii) the form of the Underwriting Agreement
(the "Underwriting
<PAGE>
The BlackRock High Yield Trust
December 18, 1998
Page 2
Agreement") proposed to be entered into between the Trust, as issuer, and
Prudential Securities Incorporated, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, PaineWebber Incorporated and Salomon Smith Barney Inc., as
representatives of the several underwriters named therein (the "Underwriters"),
filed as an exhibit to the Registration Statement; (iv) a specimen certificate
representing the Common Shares; (v) the Agreement and Declaration of Trust of
the Trust, as currently in effect (the "Declaration"); (vi) the By-Laws of the
Trust, as currently in effect; and (vii) certain resolutions of the Board of
Trustees of the Trust relating to the issuance and sale of the Shares and
related matters. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Trust and such
agreements, certificates or receipts of public officials, certificates of
officers or other representatives of the Trust and others, and such other
documents, certificates and records as we have deemed necessary or appropriate
as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed, facsimile or photostatic
copies and the authenticity of the originals of such latter documents. In making
our examination of documents executed or to be executed by parties other than
the Trust, we have assumed that such parties had or will have the power,
corporate or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such documents and the
validity and binding effect thereof. As to any facts material to the opinions
expressed herein which we have not independently established or verified, we
have relied upon statements and representations of representatives of the Trust
and others. In rendering the opinion set forth below, we have assumed that if a
shareholder requests a certificate representing Common Shares that such
certificate will conform to the specimen examined by us and will have been
manually signed by an authorized officer of the transfer agent and registrar for
the Common Shares and registered by such transfer agent and registrar.
2
<PAGE>
The BlackRock High Yield Trust
December 18, 1998
Page 3
Based upon and subject to the foregoing, we are of the opinion that
when (i) the Registration Statement becomes effective; (ii) the Underwriting
Agreement has been duly executed and delivered; and (iii) the Shares have been
duly issued, executed and authenticated in accordance with the Declaration and
delivered and paid for in accordance with the Underwriting Agreement, the
issuance and sale of the Shares will have been duly authorized, and the Shares
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the 1933 Act or
the rules and regulations of the Commission.
Very truly yours,
/s/Skadden, Arps, Slate, Meagher &
Flom LLP
3
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement No. 33-63145 of The
BlackRock High Yield Trust on Form N-2 of our report dated December 16, 1998
appearing in the Prospectus, which is part of this Registration Statement.
We also consent to the reference to us under the heading "Experts" in the
Prospectus.
New York, New York
December 18, 1998
