SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|X| Preliminary proxy statement
|_| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
The BlackRock 1998 Term Trust Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Not Applicable
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
|X| $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2) or Item 22(a)(2) of Schedule 14A.
|_| $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
|_| Fee computed on table below per Exchange Act Rules 14a-(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock, par value $0.01 per share.
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
58,660,527 shares of Common Stock, par value $0.01 per share.
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
- --------------------------------------------------------------------------------
(5) Total fee paid::
$125
- --------------------------------------------------------------------------------
|_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
0154731.01-01S1a
<PAGE>
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK 10022-3897
----
(212) 735-3000
March 15, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, D.C. 20549
Re: Filing of Preliminary Proxy Material for:
The BlackRock 1998 Term Trust Inc.
------------------------------------------
Dear Sirs:
On behalf of Trust, we have enclosed for filing under the
General Rules and Regulations of the Securities and Exchange Commission (the
"Commission") promulgated under the Securities Exchange Act of 1934, as amended
(the "1934 Act Rules"), the Investment Company Act of 1940 and the Rules
promulgated thereunder (the "1940 Act Rules") five copies of the preliminary
proxy statement of the Trust and form of proxy to be furnished to the Trust's
shareholders and, pursuant to Schedule 14A, the information pertaining to the
Trust.
Also enclosed please find a check payable to the order of the
Commission, in the amount of $125 in payment of the filing fee required by Item
22(a)(2) of Schedule 14A of the 1934 Act Rules.
Should you have any questions or require additional
information regarding the foregoing, please contact the undersigned at (212)
735-2772 or Philip H. Harris at (212) 735-3805.
Very truly yours,
Heather Cruz
(Not admitted to practice in NY)
Enclosures
cc: Mr. David Wills
0154699.01-01S1a
<PAGE>
THE BLACKROCK INVESTMENT QUALITY MUNICIPAL TRUST INC. ("BKN")
THE BLACKROCK INSURED MUNICIPAL 2008 TERM TRUST INC. ("BRM")
THE BLACKROCK CALIFORNIA INSURED MUNICIPAL 2008 TERM TRUST INC. ("BFC")
THE BLACKROCK FLORIDA INSURED MUNICIPAL 2008 TERM TRUST ("BRF")
THE BLACKROCK NEW YORK INSURED MUNICIPAL 2008 TERM TRUST INC. ("BLN")
THE BLACKROCK BROAD INVESTMENT GRADE 2009 TERM TRUST INC. ("BCT")
800 Scudders Mill Road
Plainsboro, New Jersey 08536
THE BLACKROCK INCOME TRUST INC. ("BKT")
THE BLACKROCK NORTH AMERICAN GOVERNMENT INCOME TRUST INC. ("BNA")
THE BLACKROCK 1998 TERM TRUST INC. ("BBT")
THE BLACKROCK 1999 TERM TRUST INC. ("BNN")
THE BLACKROCK TARGET TERM TRUST INC. ("BTT")
THE BLACKROCK ADVANTAGE TERM TRUST INC. ("BAT")
THE BLACKROCK INVESTMENT QUALITY TERM TRUST INC. ("BQT")
THE BLACKROCK MUNICIPAL TARGET TERM TRUST INC. ("BMN")
THE BLACKROCK CALIFORNIA INVESTMENT QUALITY MUNICIPAL TRUST INC. ("RAA")
THE BLACKROCK FLORIDA INVESTMENT QUALITY MUNICIPAL TRUST ("RFA")
THE BLACKROCK NEW JERSEY INVESTMENT QUALITY MUNICIPAL TRUST INC. ("RNJ")
THE BLACKROCK NEW YORK INVESTMENT QUALITY MUNICIPAL TRUST INC. ("RNY")
One Seaport Plaza
New York, New York 10292
THE BLACKROCK INSURED MUNICIPAL TERM TRUST INC. ("BMT")
THE BLACKROCK 2001 TERM TRUST INC. ("BLK")
1285 Avenue of the Americas
New York, New York 10019
THE BLACKROCK STRATEGIC TERM TRUST INC. ("BGT")
Two World Trade Center
New York, New York 10048
----------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
----------
To Be Held on May 8, 1996
To the Stockholders of BRM, BFC, BRF, BLN, BKN, BCT, BMN, BBT, BNN, BTT, BAT,
BQT, RAA, RFA, RNJ, RNY, BKT, BNA, BMT, BLK and BGT (collectively, the
"Trusts"):
The Joint Annual Meeting of Stockholders of the Trusts will be held at One
Seaport Plaza, New York, New York on May 8, 1996 at 1:00 p.m. (New York Time)
for the following purposes:
1. With respect to BNA, to consider and act upon a proposal to broaden BNA's
investment objective to permit investment in securities rated investment
grade by a nationally recognized statistical rating organization while
maintaining the investment objective to achieve high monthly income
consistent with the preservation of capital;
2. With respect to BBT, BNN, BTT, BAT, BQT, BLK, BRM, BFC, BRF, BLN, BMN,
BMT, BGT and BCT, to modify the investment restriction prohibiting
investing for the purpose of exercising control over the management of a
company.
<PAGE>
3. With respect to BCT, BAT, RAA, RFA, RNJ, RNY and BGT, to elect two
Directors and with respect to BRM, BLN, BFC, BRF, BKN, BMN, BBT, BNN,
BTT, BQT, BLK, BMT, BKT and BNA, to elect three Directors, each to hold
office for the term indicated and until his successor shall have been
elected and qualified;
4. To consider and act upon the ratification of the selection of Deloitte &
Touche LLP as independent auditors of each of the Trusts for the fiscal
year ending June 30, 1996 with respect to BLK, for the fiscal year ending
October 31, 1996 with respect to BKN, BCT, RAA, RFA, RNJ, RNY, BKT and
BNA and for the fiscal year ending December 31, 1996 with respect to BRM,
BLN, BFC, BRF, BBT, BNN, BTT, BAT, BGT, BQT, BMN and BMT; and
5. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors of each Trust recommends that you vote "For" all the
Proposals.
We encourage you to contact BlackRock at (800) 227-7BFM (7236) if you have
any questions.
The stock transfer books will not be closed, but in lieu thereof, the
respective Boards of Directors has fixed the close of business on February 29,
1996 as the record date for the determination of stockholders entitled to notice
of, and to vote at, the meeting.
By order of the respective Boards of Directors
Karen H. Sabath, Secretary
New York, New York
March 25, 1996
- --------------------------------------------------------------------------------
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN PERSON OR BY
PROXY; IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN
AND RETURN THE APPROPRIATE ENCLOSED PROXY OR PROXIES IN THE ACCOMPANYING
ENVELOPE PROVIDED FOR YOUR CONVENIENCE, WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE>
THE BLACKROCK INVESTMENT QUALITY MUNICIPAL TRUST INC.
THE BLACKROCK INSURED MUNICIPAL 2008 TERM TRUST INC.
THE BLACKROCK CALIFORNIA INSURED MUNICIPAL 2008 TERM TRUST INC.
THE BLACKROCK FLORIDA INSURED MUNICIPAL 2008 TERM TRUST
THE BLACKROCK NEW YORK INSURED MUNICIPAL 2008 TERM TRUST INC.
THE BLACKROCK BROAD INVESTMENT GRADE 2009 TERM TRUST INC.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
THE BLACKROCK INCOME TRUST INC.
THE BLACKROCK NORTH AMERICAN GOVERNMENT INCOME TRUST INC.
THE BLACKROCK 1998 TERM TRUST INC.
THE BLACKROCK 1999 TERM TRUST INC.
THE BLACKROCK TARGET TERM TRUST INC.
THE BLACKROCK ADVANTAGE TERM TRUST INC.
THE BLACKROCK INVESTMENT QUALITY TERM TRUST INC.
THE BLACKROCK MUNICIPAL TARGET TERM TRUST INC.
THE BLACKROCK CALIFORNIA INVESTMENT QUALITY MUNICIPAL TRUST INC.
THE BLACKROCK FLORIDA INVESTMENT QUALITY MUNICIPAL TRUST
THE BLACKROCK NEW JERSEY INVESTMENT QUALITY MUNICIPAL TRUST INC.
THE BLACKROCK NEW YORK INVESTMENT QUALITY MUNICIPAL TRUST INC.
One Seaport Plaza
New York, New York 10292
THE BLACKROCK INSURED MUNICIPAL TERM TRUST INC.
THE BLACKROCK 2001 TERM TRUST INC.
1285 Avenue of the Americas
New York, New York 10019
THE BLACKROCK STRATEGIC TERM TRUST INC.
Two World Trade Center
New York, New York 10048
----------
JOINT PROXY STATEMENT
----------
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 8, 1996
INTRODUCTION
This joint proxy statement is furnished in connection with the solicitation
by the respective Boards of Directors or Trustees, as the case may be (the
"Boards"), of each of the Trusts of proxies to be voted at the Joint Annual
Meeting of Stockholders or Shareholders, as the case may be, (the "Meeting") of
the Trusts to be held at One Seaport Plaza, New York, New York, on May 8, 1996
at 1:00 p.m. (New York Time), and at any adjournments thereof, for the purposes
set forth in the accompanying Notice of Joint Annual Meeting of
1
<PAGE>
Stockholders. Any such adjournment will require the affirmative vote of a
majority of the shares present in person or by proxy to be voted at the Meeting.
The persons named as proxies will vote in favor of any such adjournment those
proxies which instruct them to vote in favor of any of the proposals.
Conversely, they will vote against any such adjournment any proxies which
instruct them to vote against the proposals. As used in the Notice of Joint
Annual Meeting of Stockholders and as used herein, the term "Directors" shall
include Trustees and the term "Stockholders" shall include Shareholders where
the use of the terms "Trustees" or "Shareholders" would otherwise be
appropriate.
The Meeting is scheduled as a joint meeting of the respective stockholders
of the Trusts because the stockholders of all the Trusts are expected to
consider and vote on similar matters. The Board of each Trust has determined
that the use of a joint Proxy Statement for the Meeting is in the best interest
of each of the Trusts' stockholders. In the event that any stockholder present
at the Meeting objects to the holding of a joint meeting and moves for an
adjournment of his Trust's meeting to a time immediately after the Meeting, so
that his Trust's meeting may be held separately, the persons named as proxies
will vote in favor of such adjournment. Stockholders of each Trust will vote
separately on each of the Proposals relating to their Trust, and an unfavorable
vote on a Proposal by the stockholders of one Trust will not affect the
implementation of such a Proposal by another Trust if the Proposal is approved
by the stockholders of that Trust.
The cost of soliciting proxies will be borne by each of the Trusts in
proportion to the amount of proxies solicited on behalf of each Trust. In
addition, certain officers, directors and employees of each of the Trusts, Dean
Witter InterCapital Inc., Prudential Mutual Fund Management Inc., Princeton
Administrators L.P. (formerly Middlesex Administrators L.P.,) Mitchell Hutchins
Asset Management Inc. and BlackRock Financial Management, Inc. (the "Adviser")
(none of whom will receive additional compensation therefor) may solicit proxies
in person or by telephone, telegraph, or mail. In addition, certain of the
Trusts may employ Shareholder Communications Corporation pursuant to its
standard contract as proxy solicitor, the cost of which will be borne
proportionately by each of the Trusts and is estimated to be approximately
$3,500 per Trust. The Adviser is located at 345 Park Avenue, New York, New York
10154.
All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon or otherwise as
provided therein. Abstentions will be counted as present but not voting with
respect to those proposals from which a stockholder abstains. Broker non-votes
will be counted in favor of Proposals 3 and 4. Unless instructions to the
contrary are marked, shares represented by all properly executed proxies will be
voted "FOR" all the Proposals. Any proxy may be revoked at any time prior to the
exercise thereof by submitting another proxy bearing a later date or by giving
written notice to the Secretary of the applicable Trusts at the applicable
address indicated above or by voting in person at the Meeting.
Some proposals require more votes than others to be approved. With respect
to each of the Trusts an affirmative vote of a simple majority of the shares
present and voting at the meeting is necessary to ratify the selection of
independent auditors. The affirmative vote of a plurality of the shares present
is necessary to elect the director nominees. The lesser of (i) a majority of the
outstanding shares or (ii) 67% of the shares voting at the Meeting if a quorum
is present (a "Majority") is necessary to approve the change to the investment
objective proposed for BNA and for Proposal 2 with respect to the change in
investment restriction for BBT, BNN, BTT, BAT, BQT, BLK, BRM, BFC, BRF, BLN,
BMN, BMT, BGT and BCT.
The Board of each Trust knows of no business other than that specifically
mentioned in the Notice of Meeting which will be presented for consideration at
the Meeting. If any other matters are properly presented,
2
<PAGE>
it is the intention of the persons named in the enclosed proxy to vote thereon
in accordance with their best judgment.
The Board of each Trust has fixed the close of business on February 29,
1996, as the record date for the determination of stockholders of each Trust
entitled to notice of and to vote at the Meeting or any adjournment thereof.
Stockholders of each Trust on that date will be entitled to one vote on each
matter to be voted on by that Trust for each share held and a fractional vote
with respect to fractional shares with no cumulative voting rights.
The holders of any Trust's Auction Rate Municipal Preferred Stock will have
equal voting rights with the holders of that Trust's common stock (i.e., one
vote per share), and will vote together with the holders of common stock as a
single class on the proposals to elect Directors and ratify the independent
accountants, except that the holders of any Trust's Auction Rate Municipal
Preferred Stock, voting separately as a class, will elect two Directors. The two
Directors that have been designated as representing the holders of each
respective Trust's Auction Rate Municipal Preferred Stock are Richard E.
Cavanagh and Frank J. Fabozzi (see "Proposal No. 3-Election of Directors,"
below).
Pursuant to the rules promulgated by the Securities and Exchange Commission
the following table sets forth the proposals to be votged on by each Trust.
------------------------------------------------------
Vote on Vote on Vote on Class
Fund Proposal 1 Proposal 2 Number
------------------------------------------------------
BRM Y III
------------------------------------------------------
BFC Y III
------------------------------------------------------
BRF Y III
------------------------------------------------------
BLN Y III
------------------------------------------------------
BKN III
------------------------------------------------------
BCT Y II
------------------------------------------------------
BMN Y I
------------------------------------------------------
BBT Y I
------------------------------------------------------
BNN Y III
------------------------------------------------------
BTT Y III
------------------------------------------------------
BAT Y II
------------------------------------------------------
BQT Y I
------------------------------------------------------
RAA II
------------------------------------------------------
RFA II
------------------------------------------------------
RNJ II
------------------------------------------------------
RNY II
------------------------------------------------------
BKT I
------------------------------------------------------
BNA Y I
------------------------------------------------------
BMT Y I
------------------------------------------------------
BLK Y III
------------------------------------------------------
BGT Y II
------------------------------------------------------
3
<PAGE>
At the close of business on February 29, 1996, BRM had outstanding
27,207,093 shares of Common Stock, par value $0.01 per share and 8,240 shares of
Auction Rate Municipal Preferred Stock, liquidation preference $25,000 per
share, BLN had outstanding 11,257,093 shares of Common Stock, par value $0.01
per share and 3,420 shares of Auction Rate Municipal Preferred Stock,
liquidation preference $25,000 per share, BFC had outstanding 10,407,093 shares
of Common Stock, par value $0.01 per share and 3,120 shares of Auction Rate
Municipal Preferred Stock, liquidation preference $25,000 per share, BRF had
outstanding 8,707,093 common shares of beneficial interest, par value $0.01 per
share and 2,640 Auction Rate Municipal Preferred Shares of beneficial interest,
liquidation preference $25,000 per share, BKN had outstanding 16,707,093 shares
of Common Stock, par value $0.01 per share and 5,200 shares of Auction Rate
Municipal Preferred Stock, liquidation preference $25,000 per share, BCT had
outstanding 2,957,093 shares of Common Stock, par value $0.01 per share, BMN had
outstanding 45,410,639 shares of Common Stock, par value $0.01 per share and
9,000 shares of Auction Rate Municipal Preferred Stock, liquidation preference
$25,000 per share, BBT had outstanding 58,660,527 shares of Common Stock, par
value $0.01 per share, BNN had outstanding 21,610,583 shares of Common Stock,
par value $0.01 per share, BTT had outstanding 95,460,639 shares of Common
Stock, par value $0.01 per share, BAT had outstanding 9,510,667 shares of Common
Stock, par value $0.01 per share, BQT had outstanding 36,810,639 shares of
Common Stock, par value $0.01 per share, RAA had outstanding 1,007,093 shares of
Common Stock, par value $0.01 per share and 300 shares of Auction Rate Municipal
Preferred Stock, liquidation preference $25,000 per share, RFA had outstanding
1,127,093 common shares of beneficial interest, par value $0.01 per share and
340 Auction Rate Municipal Preferred Shares of beneficial interest, liquidation
preference $25,000 per share, RNJ had outstanding 1,007,093 shares of Common
Stock, par value $0.01 per share and 300 shares of Auction Rate Municipal
Preferred Stock, liquidation preference $25,000 per share, RNY had outstanding
1,307,093 shares of Common Stock, par value $0.01 per share and 392 shares of
Auction Rate Municipal Preferred Stock, liquidation preference $25,000 per
share, BMT had outstanding 25,885,639 shares of Common Stock, par value $0.01
per share and 5,200 shares of Auction Rate Municipal Preferred Stock,
liquidation preference $25,000 per share, BLK had outstanding 142,010,583 shares
of Common Stock, par value $0.01 per share, BKT had outstanding 62,849,878
shares of Common Stock, par value $0.01 per share, BNA had outstanding
36,207,093 shares of Common Stock, par value $0.01 per share. BGT had
outstanding 57,510,639 shares of Common Stock, par value $0.01 per share. For
each Trust, the class or classes of stock listed above are the only authorized
class or classes of stock.
The principal executive offices of BRM, BLN, BFC, BRF, BCT and BKN are
located at 800 Scudders Mill Road, Plainsboro, New Jersey 08536, the principal
executive offices of BMN, BBT, BNN, BTT, BAT, BQT, RAA, RFA, RNJ, RNY, BKT and
BNA are located at One Seaport Plaza, New York, New York 10292, the principal
executive offices of BGT are located at Two World Trade Center, New York, New
York 10048, and the principal executive offices of BMT and BLK are located at
1285 Avenue of the Americas, New York, New York 10019. The enclosed proxy or
proxies and this proxy statement are first being sent to the Trusts'
stockholders on or about March 25, 1996.
Each Trust will furnish, without charge, a copy of such Trust's most recent
Annual Report and the most recent Semi-Annual Report succeeding the Annual
Report, if any, to any stockholder upon request, provided such Annual or
Semi-Annual Report is not enclosed herein. Requests should be directed to 345
Park Avenue, New York, New York 10154 (telephone number (800) 227-7BFM(7236)).
4
<PAGE>
As of February 29, 1996, to the knowledge of each Trust, no person
beneficially owned more than 5% of any Trust, except that 184,750 of the
outstanding common shares of RAA (or 18.34% of the outstanding common shares)
are jointly held by M.H. Whittier Corporation, James E. Greene, Arlo G.
Sorensen, Michael J. Casey and Whittier Trust Company, all of whom are located
at 1600 Huntington Drive, South Pasadena, California 91030.
PROPOSAL NO. 1.
TO BROADEN BNA'S INVESTMENT OBJECTIVE TO PERMIT INVESTMENT IN
SECURITIES RATED INVESTMENT GRADE
BY A NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION
The current objective of BNA is to invest in high grade securities to
achieve high monthly income consistent with preservation of capital. BNA invests
at least 65% of its assets in Government securities and maintains approximately
two-thirds of its assets in Canadian dollar denominated securities.
The proposed change would permit BNA to expand the eligible investments to
securities rated at least Investment Grade (BBB) by a nationally recognized
statistical rating agency. This change will permit BNA to expand the available
range of eligible Canadian Government investments and to maintain its current
exposure to Government securities and Canadian dollar denominated securities. If
a security has a "split rating: i.e., one that is rated differently by two
nationally recognized statistical rating organizations, the Trust may invest
in such security so long as one of the nationally recognized statistical rating
organizations rates such security investment grade.
The following table outlines the proposed change to BNA's investment
objective.*
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Name of
Trust Current Investment Objective Proposed Investment Objective
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
To manage a portfolio of high grade To manage a portfolio of investment
securities to achieve high monthly grade securities to achieve high monthly
BNA income consistent with the preservation income consistent with the preservation
of capital. of capital.
- -----------------------------------------------------------------------------------------------
<FN>
*"High Grade" refers to securities in the three highest rating categories;
"Investment Grade" refers to securities in the four highest rating categories.
</FN>
</TABLE>
The Board of Directors of BNA recommends that its stockholders approve
broadening BNA's investment objective to permit investment in securities rated
investment grade by a nationally recognized statistical rating organization.
It is important to note that the Board of Directors of BNA and the Adviser
believe that BNA can meet its objective of providing high monthly income without
this additional flexibility and that these proposed changes do not reflect a
concern about the ability to meet BNA's investment objective; rather, the Board
and the Adviser believe that shareholders will benefit from an expansion of the
available range of eligible investments in which BNA can invest.
In light of the recent changes that have been affecting the Canadian fixed
income markets, the Board of Directors of BNA has had discussions with the
Adviser about how BNA could continue to take advantage of the investment
opportunities in Canada. The outcome of these discussions has been the
recommendation that
5
<PAGE>
stockholders consider approval of a change in the investment objective which
would add flexibility to the investment guidelines, allowing BNA to invest in
all investment grade fixed income securities in addition to the high grade
securities currently permitted.
Recent Market Developments
There are ten Canadian provinces, each of which seeks to maintain a credit
rating by a nationally recognized statistical rating organization. The following
table provides a listing of each province along with its rating as of February
29, 1996.
S&P Moody's
--- -------
Alberta AA Aa2
British Columbia AA+ Aa2
Manitoba A+ A1
New Brunswick AA- A1
Newfoundland BBB+ Baa1
Nova Scotia A- A3
Ontario AA Aa3
Quebec A+ A2
Saskatchewan BBB A3
Prince Edward Island N/R A3
While the current investment guidelines of the Trust preclude investment in
securities rated below "A", the Adviser believes that the Trust could benefit
from being able to invest in fixed income securities issued by each of the
Canadian provinces, including those rated below "A". The benefits for
shareholders from the broadened investment authority could include greater
diversification in the Trust's Canadian government securities investments, the
continued ability to maintain the Trust's current objective of two-thirds
investment in Canadian securities and the ability to earn additional income
through investments in securities rated "BBB" in both Canada and the United
States.
If broadened investment authority is obtained the Adviser will continue to
maintain overall diversification in BNA to limit the credit risk in the fund. If
a security owned by BNA is downgraded below either BBB- by S&P or Baa3 by
Moody's the adviser will monitor such security and determine whether to sell it
based on the factors it considers relevant, such as the size of the investment,
whether a gain or loss will result, relative risk to BNA, market conditions and
any other relevant factors. In addition, as a direct subsidiary of PNC Bank,
N.A. ("P.N.C.") the Adviser will continue to have access to PNC's credit
research team which will supplement the Adviser's credit analysis process.
Definitions of Rating Categories
Securities rated in the four highest long-term rating categories by Standard
& Poor's Corporation ("S&P") and Moody's Investors Service Inc. ("Moody's") are
considered to be "investment grade" while
6
<PAGE>
securities in categories below investment grade are considered "speculative".
S&P's fourth highest long-term rating category is "BBB", with BBB- being the
lowest investment grade rating. Moody's fourth highest long-term rating category
is "Baa", with Baa3 being the lowest investment grade rating. Publications of
S&P indicate that it assigns a "BBB" rating to securities "regarded as having an
adequate capacity to pay interest and repay principal. Such securities normally
exhibit adequate protection parameters, but adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity to pay,"
whereas securities rated AAA by S&P are regarded as having "capacity to pay
interest and repay principal that is extremely strong." Publications of Moody's
indicate that it assigns a "Baa" rating to securities that "are considered as
medium grade obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have speculative
characteristics as well," whereas securities rated Aaa by Moody's "are judged to
be of the best quality" and "carry the smallest degree of investment risk." The
process of determining ratings for mortgage-backed securities, asset-backed
securities and corporate debt securities by S&P and Moody's included
consideration of the likelihood of the receipt by security holders of all
distributions, the nature of the underlying securities, the credit quality of
any guarantor, the business sector of the issuer, business and financial risks
of the issuer, management evaluation, capital structure, cash flows, regulatory
considerations, other risks if any, the structural, legal and tax aspects
associated with such securities and other relevant criteria.
Although broadening BNA's ability to invest in securities rated investment
grade presents some credit risk including the risk of default to BNA, the Board
of BNA and the Adviser believe that they will be able to manage BNA's assets so
that BNA will not realize losses which are not offset by gains over the life of
BNA. In order to continuously monitor BNA's credit exposure, the Board of BNA
and the Adviser will regularly determine appropriate diversification
requirements.
After consideration of the above, and such other factors and information as
they deemed relevant, the Board of Directors of BNA, including the Board members
who are not interested persons (as such term is defined by the Investment
Company Act of 1940, as amended), unanimously recommends that you vote "FOR"
this proposal to broaden the investment objective of BNA. This proposal must be
approved by the lesser of a majority of the outstanding shares of BNA or 67% of
the shares voting at the meeting if a quorum is present. We encourage you to
contact BlackRock at (800) 227-7BFM (7236) if you have any questions.
PROPOSAL NO. 2
TO MODIFY BBT, BNN, BTT, BLK, BGT, BQT, BAT, BCT, BMN, BRM, BRF, BFC, BLN and
BMT's INVESTMENT RESTRICTION ON INVESTING FOR THE PURPOSE OF EXERCISING CONTROL
OVER THE MANAGEMENT OF A COMPANY
The investment objective of each of these Trusts is to manage a portfolio
of fixed income securities and return its initial public offering price per
share to investors on a specified future termination date while providing high
monthly income (see below). The Adviser acts as the investment advisor to each
Trust. Each Trust will seek to return its initial public offering price per
share to investors by preserving capital through the active management of its
portfolio, and by retaining income from its portfolio securities. In addition,
the
7
<PAGE>
Adviser manages each Trust's assets so as to cause the dollar weighted average
maturity of each Trust's portfolio to shorten over time in relation to the
remaining term of a Trust. Each Trust, its dates of commencement and termination
and the amount per share to be returned to investors on or about the termination
date is listed below.
<TABLE>
<CAPTION>
Amount Per Share to be returned on
Commencement Termination or about the Termination Date
Trust Date Date ("Distribution Payment")
- ----- ------------ ----------- -----------------------------------
<S> <C> <C> <C>
BBT April 30, 1991 On or shortly before December 31, 1998 $10
BNN December 23, 1992 On or about December 31, 1999 $10
BTT November 25, 1988 On or shortly before December 31, 2000 $10
BLK August 27, 1992 On or about June 30, 2001 $10
BGT December 28, 1990 On or shortly before December 31, 2002 $10
BQT April 30, 1992 On or about December 31, 2004 $10
BAT April 27, 1990 On or shortly before December 31, 2005 $10
BCT June 25, 1993 On or about December 31, 2009 $15
BMN September 27, 1991 On or about December 31, 2006 $10
BRM September 25, 1992 On or about December 31, 2008 $15
BRF September 25, 1992 On or about December 31, 2008 $15
BFC September 25, 1992 On or about December 31, 2008 $15
BLN September 25, 1992 On or about December 31, 2008 $15
BMT February 28, 1992 On or about December 31, 2010 $10
</TABLE>
Termination Strategy
Each Trust is currently subject to an investment restriction that prohibits
the Trust from investing for the purpose of exercising control over the
management of any company (except, in the case of Trusts investing in taxable
securities, collateralized mortgage obligation issuers). The Board of Directors
believes that a technical modification to this restriction would enhance the
ability of the Trusts to manage their income, tax and distribution strategies to
seek to meet their investment objective of returning the initial offering price
in cash at termination. As amended, the restriction would add an exception to
permit each Trust to control a portfolio subsidiary. This will enable any of
these Trusts to form an identical investment company to which it would
contribute all or substantial portion of its assets. The use of a portfolio
subsidiary can enhance the ability of these Trusts to return their initial
offering price in a single cash payment rather than multiple payments. This
change will not permit the Trust to invest in any other types of securities for
the purpose of exercising control. As in the past, the Trust will not invest in
stocks or bonds of companies to take control and make management decisions in
another company. Rather, the change will simply enable each Trust to hold
indirectly through a portfolio subsidiary some or all of the fixed income
securities it would otherwise be able to hold directly.
8
<PAGE>
The Board of Directors of each Trust believes that obtaining this
flexibility is important to the stockholders and recommends that stockholders
vote "FOR" the proposal. This proposal must be approved by the lesser of a
majority of the outstanding shares of each Trust listed above or by 67% of the
shares voting at the meeting if a quorum is present.
PROPOSAL NO. 3.
ELECTION OF DIRECTORS
With respect to BAT, BGT, BCT, RAA, RFA, RNJ and RNY, at the Meeting, Class
II Directors will be elected to serve for a term of three years and until their
successors are elected and qualified. With respect to BNN, BTT, BLK, BRM, BLN,
BFC, BRF and BKN, at the Meeting, Class III Directors will be elected to serve
for a term of three years and until their successors are elected and qualified.
With respect to BBT, BQT, BMN, BMT, BKT and BNA, at the Meeting, Class I
Directors will be elected to serve for a term of three years and until their
successors are elected and qualified. There are only two nominees with respect
to BAT, BGT, BCT, RAA, RFA, RNJ and RNY and only three nominees with respect to
BBT, BQT, BNN, BTT, BLK, BRM, BLN, BFC, BRF, BKN, BMN, BKT, BNA and BMT because
each Trust's Board is classified into three classes and only one class is being
elected at the Meeting. The other classes will be elected at subsequent meetings
of stockholders. For each of the Trusts, the affirmative vote of a plurality of
the shares present at the Meeting is required to elect the nominees representing
the common stock and for each Trust with a class of Auction Rate Municipal
Preferred Stock, the affirmative vote of a plurality of the Auction Rate
Municipal Preferred Stock shares present at the Meeting is required to elect any
nominees representing the Auction Rate Municipal Preferred Stock. It is the
intention of the persons named in the enclosed proxy to vote in favor of the
election of the persons listed below. The Board of Directors of each Trust
recommends that you vote "FOR" the nominees.
The respective Boards of Directors of the Trusts know of no reason why any
of the nominees listed below will be unable to serve, but in the event of any
such unavailability, the proxies received will be voted for such substitute
nominees as the respective Boards of Directors may recommend.
Certain information concerning the nominees for each of the Trusts is set
forth below. All of the nominees are currently Directors of each of the Trusts
and have served in such capacity since each of the Trusts commenced their
respective operations except that Richard E. Cavanagh has served as Director
since his appointment by each of the Boards on August 11, 1994 to fill a vacancy
and with respect to BNA, BBT, BTT, BAT, BGT, BMN and BMT, James Clayburn La
Force, Jr. has served as Director since his election at the Trusts' annual
meeting of stockholders on June 19, 1992. In addition to each of the
directorships listed below, Messrs. Fink and Grosfeld serve as directors of
BlackRock Fund Investors I, BlackRock Fund Investors II, BlackRock Fund
Investors III and BlackRock Asset Investors (collectively, "BAI"). Except as
indicated, each individual has held the office shown or other offices in the
same company for the last five years. The interested" Directors (as defined by
Section 2(a)(19) of the 1940 Act) are indicated by an asterisk(*). Unless
specified otherwise below, the business address of the Directors and officers of
each of the Trusts and the Adviser is 345 Park Avenue, New York, New York 10154.
9
<PAGE>
<TABLE>
<CAPTION>
Trust % of
Principal Occupations or Shares Shares
Name and Age Employment in Past 5 Years Owned(*) Outstanding
- ------------ -------------------------- -------- -----------
<S> <C> <C> <C> <C>
Andrew F. Brimmer President of Brimmer & Company, Inc., a BKT 150 (1)
4400 MacArthur Blvd., Washington, D.C.-based economic and finan-
N.W. Suite 302 cial consulting firm. Formerly member of the
Washington, DC 20007 Board of Governors of the Federal Reserve
Age: 69 System. Director, Airbourne Express, Bank-
Class III (**) America Corporation (Bank of America), Carr
Realty Corporation, College Retirement Equi-
ties Fund (Trustee), E.I. du Pont de Nemours &
Company, Gannett Company (publishing),
Navistar International Corporation (truck man-
ufacturing) and PHH Corporation (car leasing).
Richard E. Cavanagh President and Chief Executive Officer of The BKN 500 (1)
845 Third Avenue Conference Board, Inc., a leading global busi- BKT 500
New York, NY 10022 ness membership organization. Former Executive
Age: 49 Dean of the John F. Kennedy School of
Class I (**) Government at Harvard University from
1988-1995. Acting Director, Harvard Center for
Business and Government (1991-1993). For-
merly Partner (principal) of McKinsey & Com-
pany, Inc. (1980-1988). Former Executive
Director of Federal Cash Management, White
House Office of Management and Budget
(1977-1979). Co-author, The Winning Per-
formance (best selling management book pub-
lished in 13 national editions.) Trustee,
Wesleyan University.
Kent Dixon Consultant/Investor. Former President and BKT 24,000 (1)
9495 Blind Pass Road Chief Executive Officer of Empire Federal BNA 1,500
Unit #602 Savings Bank of America and Banc PLUS Savings BTT 1,000
St. Petersburg, FL 33706 Association, former Chairman of the Board,
Age: 58 President and Chief Executive Officer of
Class III (**) Northeast Savings. Former Director of ISFA
(the owner of INVEST, a national securities
brokerage service designed for banks and
thrift institutions).
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Trust % of
Principal Occupations or Shares Shares
Name and Age Employment in Past 5 Years Owned(*) Outstanding
- ------------ -------------------------- -------- -----------
<S> <C> <C> <C> <C>
Frank J. Fabozzi Consultant. Editor of The Journal of Portfolio (1)
858 Tower View Circle Management and Adjunct Professor of Finance at
New Hope, PA 18938 the School of Organization and Management at
Age: 47 Yale University. Director, Guardian Mutual
Class II (**) Funds Group. Author and editor of several
books on fixed income portfolio management.
Visiting Professor of Finance and Accounting
at the Sloan School of Management, Massa-
chusetts Institute of Technology from 1986 to
August 1992.
Laurence D. Fink* Chairman and Chief Executive Officer of the BKT 16,680
Age: 43 Adviser. Formerly Managing Director of The BTT 15,777
Class III (**) First Boston Corporation, member of its Man- BQT 630 (1)
agement Committee, co-head of its Taxable
Fixed Income Department, and head of its
Mortgage and Real Estate Products Group.
Chairman of the Board of each of the Trusts.
Trustee, New York University Medical Center.
James Grosfeld Consultant/Investor. Formerly Chairman of the BKT 100 (1)
20500 Civic Center Drive Board and Chief Executive Officer of Pulte
Suite 3000 Corporation (homebuilding and mortgage banking
Southfield, MI 48076 and finance) (May 1974-April 1990).
Age: 58
Class I (**)
James Clayburn LaForce, Jr. Dean Emeritus of The John E. Anderson Grad- (1)
P.O. Box 1595 uate School of Management, University of Cali-
Pauma Valley, CA 92061 fornia since July 1, 1993. Director, Eli Lilly
Age: 67 and Company (pharmaceuticals), Imperial Credit
Class I (**) Industries (mortgage banking), Jacobs Engi-
neering Group, Inc., Rockwell International
Corporation, Payden & Krygel Investment Trust
(mutual fund), Provident Investment Counsel
Funds (investment companies), Timken Company
(roller bearing and steel). Acting Dean of The
School of Business, Hong Kong University of
Science and Technology 1990-1993. From 1978 to
September 1993, Dean of The John E. Anderson
Graduate School of Management, University of
California.
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Trust % of
Principal Occupations or Shares Shares
Name and Age Employment in Past 5 Years Owned(*) Outstanding
- ------------ -------------------------- -------- -----------
<S> <C> <C> <C> <C>
Ralph L. Schlosstein* President of the Adviser. Formerly Managing BKT 7,000
Age: 45 Director of Shearson Lehman Hutton Inc. and BNA 1,500
Class II (**) co-head of its Mortgage and Savings BTT 1,000 (1)
Institutions Group. President of each of the
Trusts. Trustee Denison University, Director
of the Fund for New York City Public
Education, Member Visiting Board of Overseers
of the John F. Kennedy School of Government at
Harvard University.
<FN>
- --------------
(1) Less than 1%.
(*) If the Trust is not listed the Director does not own any shares of the Trust.
(**) Only Class II Directors are being elected by BAT, BGT, BCT, RAA, RFA, RNJ and RNY. Only Class III
Directors are being elected by BNN, BTT, BLK, BRM, BLN, BFC, BRF and BKN. Only Class I Directors are being
elected by BBT, BQT, BMN, BMT, BKT and BNA.
</FN>
</TABLE>
All Directors and officers as a group owned less than 1% of the shares of
each of the Trusts as of February 29, 1996. Each Trust has an executive
committee composed of Messrs. Fink and Schlosstein.
None of the Trusts has a compensation or nominating committee of the Board
of Directors, or committees performing similar functions. Each of the Trusts has
an audit committee composed of all the Directors who are not interested persons
of such Trust or the Adviser (the "Independent Directors") which is charged with
recommending a firm of independent accountants to its respective Trust and
reviewing accounting matters with the accountants. With respect to BLK, there
was one meeting of the audit committee held between July 1, 1994 and June 30,
1995. With respect to BNN, BBT, BTT, BAT, BGT, BQT, BRM, BLN, BFC, BRF, BMN and
BMT, there were two meetings of the audit committee held between January 1, 1995
and December 31, 1995. With respect to BKT, BNA, BCT, BKN, RAA, RNJ, RNY and
RFA, there were two meetings of the audit committee held between November 1,
1994 and October 31, 1995. With respect to each of the Trusts, all members
attended at least 75% of the meetings.
Seven meetings of the Board of Directors of BLK were held between July 1,
1994 and June 30, 1995. Eight meetings of the Boards of Directors of BBT, BNN
and BGT were held between January 1, 1995 and December 31, 1995. Six meetings of
the Board of Directors of BCT were held between November 1, 1994 and October 31,
1995. Seven meetings of the Boards of Directors of BTT, BAT, BQT, BRM, BLN, BFC,
BRF, BMN and BMT were held between January 1, 1995 and December 31, 1995. Seven
meetings of the Board of Directors of RAA, RFA, RNJ and RNY were held between
November 1, 1994 and October 31, 1995. Eight meetings of the Board of Directors
of BKN, and six meetings of the Boards of Directors of BKT and BNA were held
between November 1, 1994 and October 31, 1995. With respect to each of the
Trusts, all Directors attended at least 75% of the meetings.
In addition to Messrs. Fink and Schlosstein all the following executive
officers, except Messrs. Amero, Mahoney and Klingert, hold the same position
with each of the Trusts and have done so since that Trust's commencement of
operations (unless otherwise indicated). With respect to Mr. Amero and Mr.
Mahoney, of
12
<PAGE>
the Trusts, they are officers of BCT, BBT, BNN, BTT, BAT, BQT, BLK, BGT, BKT and
BNA only. With respect to Mr. Klingert, of the Trusts, he is an officer of BRM,
BLN, BFC, BRF, BKN, BMN, RAA, RFA, RNJ, RNY and BMT only.
<TABLE>
<CAPTION>
Name and Age Title Other Principal Occupations in Past 5 Years
- ------------ ----- -------------------------------------------
<S> <C> <C>
Scott Amero Vice President Managing Director of the Adviser since February 1995.
Age: 32 From 1985 to 1990 Vice President at The First Boston
Corporation in the Fixed Income Research Department.
Keith T. Anderson Vice President Managing Director of the Adviser. From February 1987
Age: 36 to April 1988 Vice President at The First Boston
Corporation in the Fixed Income Research Depart- ment.
Previously Vice President and Senior Portfolio Manager
at Criterion Investment Management Company.
Michael C. Huebsch Vice President Managing Director of the Adviser. From July 1985 to
Age: 37 January 1989 Vice President at The First Boston
Corporation in the Fixed Income Research Department.
Robert S. Kapito Vice President Managing Director and Vice Chairman of the Adviser.
Age: 39 Formerly Vice President at The First Boston Corpora-
tion in the Mortgage Products Group.
Henry Gabbay Treasurer Managing Director and Chief Operating Officer of the
Age: 48 Adviser. From September 1984 to February 1989 Vice
President at The First Boston Corporation.
Kevin Klingert Vice President Managing Director of the Adviser. From March 1985 to
Age: 33 October 1991 Assistant Vice President at Merrill
Lynch, Pierce, Fenner & Smith in the Unit Investment
Trust Department.
James Kong Assistant Treasurer Managing Director of the Adviser. From April 1987 to
Age: 35 April 1989 Assistant Vice President at the The First
Boston Corporation in the CMO/ABO Administration
Department. Previously affiliated with Deloitte,
Haskins & Sells (now Deloitte & Touche LLP).
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Name and Age Title Other Principal Occupations in Past 5 Years
- ------------ ----- -------------------------------------------
<S> <C> <C>
Kevin J. Mahoney Assistant Treasurer Associate of the Adviser. Previously affiliated with
Age: 30 Price Waterhouse L.L.P.
Karen H. Sabath Secretary Managing Director of the Adviser. From June 1986 to
Age: 30 July 1988 Associate at The First Boston Corporation in
the Mortgage Finance Department. From August 1988 to
December 1992 Associate, Vice President of the
Adviser.
Richard Shea, Esq. Vice President/Tax Principal of the Adviser. From December 1988 to
Age: 36 February 1993 Tax Counsel at Prudential Securities,
Inc. From August 1984 to December 1988 Senior Tax
Specialist at Lavanthol & Horwath.
</TABLE>
REMUNERATION
The following table sets forth certain information regarding the
compensation of the Fund's directors and officers.
<TABLE>
<CAPTION>
Total Compensation
Aggregate Compensation from the Fund Complex
Name of Person and Position from the Trusts Paid to Directors and Officers*
- --------------------------- ---------------------- -------------------------------
<S> <C> <C>
Andrew R. Brimmer .................. $140,000 $140,000(21)
Richard E. Cavanagh ................ $160,000 $160,000(21)
Kent Dixon ......................... $140,000 $142,500(22)
Frank J. Fabozzi ................... $160,000 $162,500(22)
James Grosfeld ..................... $160,000 $195,000(26)
James Claybourne LaForce, Jr. ...... $160,000 $160,000(21)
<FN>
- ----------
*Represents the total compensation paid to such persons during the calendar year
ended December 31, 1995 by investment companies (including the Trust) from which
such person receives compensation that are considered part of the same fund
complex as the Fund because they have common or affiliated investment advisers.
The number in parentheses represents the number of such investment companies.
</FN>
</TABLE>
The attendance fees of each Independent Director of the Trusts are reduced
proportionately, based on each respective Trust's net assets, so that the
aggregate per meeting fee for all meetings of the Trusts held on a single day
does not exceed $20,000 for any Director. The $6,000 per annum fee for serving
on each Board is also reduced proportionately, based on each respective Trust's
net assets. For BLK, fees of $73,500 were accrued by the Trust between July 1,
1994 and June 30, 1995. For BBT, BNN, BTT, BAT, BGT, BQT, BRM, BLN, BFC, BRF,
BMN and BMT fees of $72,000, $62,400, $72,000, $21,000, $77,862, $72,000,
$60,000, $40,000, $35,000, $28,000, $72,000 and $56,392, respectively, were
accrued by each Trust from January 1, 1995 to December 31, 1995. For BCT, RAA,
RFA, RNJ, RNY, BKN, BKT and BNA fees of $16,116, $12,000, $12,000, $12,000,
$12,000, $51,000, $76,500 and $56,000, respectively, were accrued from November
1, 1994 to October 31, 1995. None of the Directors received any pension or
retirement benefits. None of the ten officers of the Trusts received any
compensation, including pension or retirement benefits, from the Trusts for such
14
<PAGE>
period. Messrs. Fink, Schlosstein, Amero, Anderson, Huebsch, Kapito, Gabbay,
Klingert, Kong, Mahoney, Shea and Ms. Sabath, officers and/or Directors of the
Trusts, are also affiliated with the Adviser. They receive compensation from the
Adviser although under the terms of the investment advisory agreements some
portion of their compensation could be reimbursable by a particular Trust to the
extent such person's working time is devoted to that particular Trust's
operations.
The Board of Directors of each Trust recommends that you vote "FOR" the
nominees. The affirmative vote of a plurality of the shares present is necessary
to elect the director nominees.
PROPOSAL NO. 4.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
Deloitte & Touche LLP ("D&T") has been selected as the independent auditors
by a majority of each of the Trusts' Board of Directors, including a majority of
the Independent Directors, by vote cast in person subject to ratification by the
stockholders at the Meeting to audit the accounts of each of the Trusts for and
during each Trusts' fiscal year ending in 1996. None of the Trusts know of any
direct or indirect financial interest of D&T in the Trusts.
Representatives of D&T will attend the Meeting, will have the opportunity to
make a statement if they desire to do so and will be available to answer
questions.
The affirmative vote of a simple majority of shares present and voting at
the meeting is required to ratify the selection of D&T.
The Board of Directors of each Trust recommends that you vote "FOR" the
ratification of the selection of independent auditors. An affirmative vote of a
simple majority of the shares present and voting is necessary to ratify the
selection of independent auditors.
ADDITIONAL INFORMATION
INVESTMENT ADVISER
The Adviser was founded in April 1988 by Laurence D. Fink and Ralph L.
Schlosstein. The Adviser is a subsidiary of PNC Asset Management Group,which is
a division of PNC Bank, the nation's eleventh largest banking organization. The
Adviser is registered as an investment adviser under the Investment Advisers Act
of 1940.
The executive officers of the Adviser are:
Name Position
---- --------
Laurence D. Fink Chairman and Chief Executive Officer
Ralph L. Schlosstein President
Robert S. Kapito Vice Chairman
Henry Gabbay Chief Operating Officer
Messrs. Fink and Schlosstein are officers and Directors, and Messrs. Gabbay and
Kapito are officers of the Trusts.
15
<PAGE>
FINANCIAL STATEMENTS
Each Trust will furnish, without charge, a copy of such Trust's most recent
Annual Report and the most recent Semi-Annual Report succeeding the Annual
Report, if any, to any stockholder upon request, provided such Annual or
Semi-Annual Report is not enclosed herein. Requests should be directed to 345
Park Avenue, New York, New York 10154 (telephone number (800) 227-7BFM(7236)).
DEADLINE FOR STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1997 Annual Meeting of
the Stockholders of each of the Trusts must be received by October 15, 1996 to
be included in the proxy statement and the form of proxy relating to that
meeting as the Trust expects that the 1997 Annual Meeting will be held in May of
1997.
OTHER MATTERS
The management knows of no other matters which are to be brought before the
Meeting. However, if any other matters not now known or determined properly come
before the Meeting, it is the intention of the persons named in the enclosed
form of proxy to vote such proxy in accordance with their judgment on such
matters.
All proxies received will be voted in favor of all the proposals, unless
otherwise directed therein.
Very truly yours,
LAURENCE D. FINK
Chairman and Chief Executive Officer
RALPH L. SCHLOSSTEIN
President
March 25, 1996
16
<PAGE>
PROXY
The BlackRock
1998 Term Trust Inc.
Common Stock
This Proxy Is Solicited on behalf of the Board of Directors.
The undersigned hereby appoints Karen H. Sabath, Robert S. Kapito and Henry
Gabbay as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse hereof,
all the shares of common stock of The BlackRock 1998 Term Trust Inc. (the
"Trust") held of record by the undersigned on February 29, 1996 at the Annual
Meeting of stockholders of the Trust to be held on May 8, 1996 or any
adjournments therof.
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted For Proposals 1, 2, 3 and 4.
Comments/Address Change: -------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please mark boxes in blue or black ink. Date and Return the Proxy Card Promptly
using the Enclosed Postage Paid Envelope.
Left Col.
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
For Against Abstain
1.) To consider and act upon a [ ] [ ] [ ]
proposal to modify the
Trust's investment
restriction on investing
for the purpose of
exercising control over the
management of a company.
- --------------------------------------------------------------------------------
REGISTRATION
- --------------------------------------------------------------------------------
--------------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
- ----Shareholder sign here------------------------Co-owner sign here-------------
Right Col.
With- For All
For hold Execpt
2.) Election of Directors. [ ] [ ] [ ]
Richard E. Cavanagh, James Grosfeld and James Clayburn LaForce, Jr.
Instruction: To withhold authority for any individual nominee, mark the "For
All Except" box and strike a line through the nominee's name in the list
above.
For Against Abstain
3.) To consider and act upon [ ] [ ] [ ]
the ratification of the
selection of Deloitte &
Touche, as auditors of the
Trust for the Trust's
fiscal year ended December
31, 1996.
For Against Abstain
4.) To transact such other [ ] [ ] [ ]
business as may properly
come before the meeting or
any adjournments thereof.
Mark box at right if comments or address change have [ ]
been noted on the reverse side of this card.
RECORD DATE SHARES:
