<PAGE>
As filed with the Securities and Exchange Commission on March 13, 2000
Securities Act Registration No. 333-95579
Investment Company Registration No. 811-6355
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [_]
Post-Effective Amendment No. 1 [X]
and/or
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 10 [X]
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The BlackRock Municipal Target Term Trust Inc.
(Exact Name of Registrant as Specified In Charter)
Gateway Center 3
100 Mulberry
Newark, New Jersey 07102
(Address of Principal Executive Offices)
(800) 688-0928
(Registrant's Telephone Number, including Area Code)
Ralph L. Schlosstein, President
The BlackRock Municipal Target Term Trust Inc.
345 Park Avenue
New York, New York 10154
(Name and Address of Agent for Service)
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Copies to:
Richard T. Prins, Esq. Thomas A. DeCapo, Esq. Cynthia G. Cobden, Esq.
Skadden, Arps, Slate, Skadden, Arps, Slate, Simpson Thacher &
Meagher & Flom LLP Meagher & Flom LLP Bartlett
Four Times Square One Beacon Street 425 Lexington Avenue
New York, New York 10036 Boston, Massachusetts 02108 New York, New York 10017
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<PAGE>
THE BLACKROCK MUNICIPAL TARGET TERM TRUST INC.
CROSS REFERENCE SHEET
Part A--Prospectus
<TABLE>
<CAPTION>
Items in Part A of Form N-2
Specified in Prospectus Location in Prospectus
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<C> <C> <S>
Item 1. Outside Front Cover................... Cover page
Item 2. Inside Front and Outside Back Cover
Page................................. Inapplicable
Item 3. Fee Table and Synopsis................ Inapplicable
Item 4. Financial Highlights.................. Financial Highlights
Item 5. Plan of Distribution.................. Cover Page; Prospectus
Summary; the Auction;
Underwriting
Item 6. Selling Shareholders.................. Inapplicable
Item 7. Use of Proceeds....................... Use of Proceeds; Investment
Objective and Policies
Item 8. General Description of the
Registrant........................... Cover Page; Prospectus
Summary The Trust;
Investment Objective and
Policies
Item 9. Management............................ Prospectus Summary;
Management of the Trust
Item 10. Capital Stock, Long-Term Debt, and
Other Securities..................... Capitalization; Investment
Objective and Policies;
Description of New
Preferred Shares; the
Auction; Tax Matters
Item 11. Defaults and Arrears on Senior
Securities........................... Inapplicable
Item 12. Legal Proceedings..................... Inapplicable
Item 13. Table of Contents of the Statement of
Additional Information............... Table of Contents of the
Statement of Additional
Information
</TABLE>
Part B--Statement of Additional Information
<TABLE>
<CAPTION>
Location in Statement of
Items In Part B of Form N-2 Additional Information
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<C> <C> <S>
Item 14. Cover Page............................ Cover Page
Item 15. Table of Contents..................... Back Cover Page
Item 16. General Information and History....... Inapplicable
Item 17. Investment Objective and Policies..... Investment Objective and
Policies; Investment
Policies and Techniques
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............................ Portfolio Transactions
Item 22. Tax Status............................ Tax Matters
Item 23. Financial Statements.................. Financial Statements
(incorporated by reference)
</TABLE>
Part C--Other Information
Items 24-33 have been answered in Part C of this Registration Statement
<PAGE>
EXPLANATORY NOTE
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The Prospectus and Statement of Additional Information contained in
Pre-Effective Amendment No. 2 to this Registration Statement on Form N-2 of The
BlackRock Target Term Municipal Trust Inc., filed with the Securities and
Exchange Commission on March 6, 2000, including the information omitted from
such Propectus but deemed to be a part of this Registration Statement at the
time it was declared effective pursuant to Rule 430A, are incorporated by
reference in to this Post-Effective Amendment No. 1 in their entirety. The sole
purpose of filing this Post-Effective Amendment is to place Exhibit (a)(1)(B),
and (a)(1)(C) on file with Securities and Exchange Commission.
2
<PAGE>
PART C - OTHER INFORMATION
ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS
(1) FINANCIAL STATEMENTS:
Included in Part A of the Registration Statement
Financial Highlights for the period ended December 31, 1991 each of the seven
years ended December 31, 1999.
PART I
Incorporated by reference to Registrant's most recent Annual Report to
Shareholders dated December 31, 1999:
Independent Auditors Report for year ended December 31, 1999
Portfolio of Investments, December 31, 1999 (audited)
Statement of Assets and Liabilities, December 31, 1999 (audited)
Statement of Operations for the year ended December 31, 1999 (audited)
Statement of Changes in Net Investment Assets for the two years ended December
31, 1999 (audited)
(2) EXHIBITS
The exhibits to this Registration Statement are listed in the Exhibit Index
located elsewhere herein.
ITEM 25: MARKETING ARRANGEMENTS
See the forms of Purchase Agreement, Master Agreement Among Underwriters and
Master Selected Dealer Agreement filed herewith as exhibits (h) (1), (h) (2) and
(h) (3).
ITEM 26: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission fees $ 19,563
Printing and engraving expenses 100,000
Legal fees 90,000
Accounting expenses 5,000
Rating Agency fees 42,230
Blue Sky filing fees and expenses 5,000
Miscellaneous expenses 38,207
Total* $300,000
___________
* Estimated
ITEM 27: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
The Trust is not under common control with any person except to the extent that
the existence of identical boards of directors or trustees as the case may be,
at other investment companies advised by the Advisor would render the Trust
under common control with such other investment companies. The Trust does not
control any person.
C-1
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ITEM 28: NUMBER OF HOLDERS OF SECURITIES
At February 4, 2000:
NUMBER OF
TITLE OF CLASS RECORD HOLDERS
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Common Stock, $.01 par value 1446
Preferred Shares, $.01 par value 1
ITEM 29: INDEMNIFICATION
Under Registrant's Articles of Incorporation and By-Laws, the directors and
officers of Registrant will be indemnified to the fullest extent allowed and in
the manner provided by Maryland law and applicable provisions of the Investment
Company Act of 1940, including advancing of expenses incurred in connection
therewith. Indemnification shall not be provided however to any officer or
director against any liability to the Registrant or its securityholders to which
he or she would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office.
Article 2, Section 405.2 of the Maryland General Corporation Law provides that
the Articles of Incorporation of a Maryland corporation may limit the extent to
which directors or officers may be personally liable to the Corporation or its
stockholders for money damages in certain instances. The Registrant's Articles
of Incorporation provide that, to the fullest extent permitted by Maryland law,
as it may be amended or interpreted from time to time, no director or officer of
the Registrant shall be personally liable to the Registrant or its stockholders.
The Registrant's Articles of Incorporation also provide that no amendment of the
Registrant's Articles of Incorporation or repeal of any of its provisions shall
limit or eliminate any of the benefits provided to directors and officers in
respect of any act or omission that occurred prior to such amendment or repeal.
The underwriting agreements filed as Exhibit h hereto contain provisions
requiring indemnification of the Registrant's underwriters by the Registrant.
ITEM 30: BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR
See "Management of the Trust" in the Prospectus and for information regarding
the business of the investment advisor. For information as to the business,
profession, vocation or employment of a substantial nature of each of the
officers and directors of BlackRock Advisors, Inc., reference is made to the
Advisor's current Form ADV filed under the Investment Advisers Act of 1940,
incorporated herein by reference.
ITEM 31: LOCATION OF ACCOUNTS AND RECORDS
The accounts and records of the Registrant are maintained in part at the office
of the Advisor at 400 Bellevue Parkway, Wilmington, Delaware 19809, in part at
the offices of State Street, 1776 Heritage Drive, North Quincy, Massachusetts
02171, in part at the offices of State Street Bank & Trust Company, 150 Royal
Street, Canton, Massachusetts 02021 and in part at the offices of the
Administrator, 800 Scudders Mill Road, Plainsboro, New Jersey 08536.
ITEM 32: MANAGEMENT SERVICES
Except as described in Part I of this Registration Statement under the caption
"Management of the Trust," the Registrant is not a party to any management
service related contract.
C-2
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ITEM 33: UNDERTAKINGS
(1) Registrant undertakes to suspend the offering of its shares until it amends
its prospectus if (a) subsequent to the effective date of its Registration
Statement, the net assets value declines more than 10 percent from its net asset
value as of the effective date of the Registration Statement, or (b) the net
asset value increases to an amount greater than its net proceeds as stated in
the prospectus.
(2) Not applicable
(3) Not applicable
(4) Not applicable
(5) Registrant undertakes that:
(a) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as a
part of a registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant under Rule
497(h) under the Securities Act of 1933 shall be deemed to be a part of
this Registration Statement as of the time it was declared effective.
(b) For the purpose of determining any liability under the Securities
Act of 1933, 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.
(6) Registrant undertakes to send by first class mail or other means designed
to ensure equally prompt delivery, within two business days of receipt of a
written or oral request, any Statement of Additional Information.
(7) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC 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 director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding (is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
C-3
<PAGE>
SIGNATURES
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 9th day of March, 2000.
THE BLACKROCK MUNICIPAL TARGET TERM TRUST INC.
*
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Ralph L. Schlosstein
President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
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<S> <C> <C>
* President (Principal Executive March 9, 2000
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Ralph L. Schlosstein Officer) and Director
* Treasurer (Principal Financial March 9, 2000
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Henry Gabbay and Accounting Officer)
* Director March 9, 2000
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Laurence D. Fink
* Director March 9, 2000
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Andrew F. Brimmer
* Director March 9, 2000
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Richard E. Cavanagh
* Director March 9, 2000
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Kent Dixon
* Director March 9, 2000
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Frank J. Fabozzi
* Director March 9, 2000
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James Clayburn LaForce, Jr.
* Director March 9, 2000
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Walter F. Mondale
</TABLE>
______________
* Signed by Karen Sabath pursuant to power of attorney, dated January 3, 2000.
/s/ Karen Sabath
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<PAGE>
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER PAGE
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a. (1)(A)Articles of Incorporation*
(B)Articles of Amendment+
(C)Articles of Amendment with Name Change+
(2) Articles of Amendment dated July 15, 1994 (for outstanding preferred
shares)*
(3) Articles of Amendment dated July 20, 1995 (for outstanding preferred
shares)*
(4) Form of Articles Supplementary (for New Preferred Shares)*
b. By-Laws*
c. None
d. (1) Specimen Stock Certificate Representing Shares of
Common Stock*
(2) Form of Specimen Stock Certificate Representing Series W7Preferred
Shares*
(3) Form of Specimen Stock Certificate Representing Series W28 Preferred
Shares*
(4) Form of Specimen Stock Certificate Representing Series F7Preferred
Shares*
e. Dividend Reinvestment Plan*
f. Not Applicable
g. (1) Advisory Agreement*
(2) Administration Agreement*
h. (1) Form of Purchase Agreement for initial public offering*
(2) Form of Master Agreement Among Underwriters for initial public
offering*
(3) Form of Master Selected Dealer Agreement for initial public
offering*
i. Not Applicable
j. (1) Custodian Agreement*
(2) Transfer Agent Agreement*
k. (1) Auction Agent Agreement*
(2) Form of Broker-Dealer Agreement*
(3) Depository Agreement*
l. Opinion and consent of counsel*
m. Not Applicable
n. Consent of Independent Accountants*
o. Not Applicable
p. Not Applicable
q. Not Applicable
r. (1) Form of Code of Ethics of the Trust*
(2) Code of ethics of the Advisor*
s. Powers of Attorney*
______________
* Previously filed.
+ Filed herewith.
<PAGE>
EXHIBIT 99.(a)(1)(B)
ARTICLES OF AMENDMENT
OF
THE BLACKSTONE MUNICIPAL TARGET TERM TRUST INC.
The Blackstone Municipal Target Term Trust Inc., a Maryland
corporation (the "Corporation"), certifies that:
FIRST: The Charter of the Corporation is hereby amended by striking
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out Section (6) of Article V and inserting in its place the following:
(6) Unless otherwise expressly provided in these Articles of
Incorpora tion, including any Articles Supplementary creating any class of
capital stock, on each matter submitted to a vote of stockholders, each
holder of a share of capital stock of the Corporation shall be entitled to
one vote for each share standing in such holder's name on the books of the
Corporation, irrespective of the class thereof, and all shares of all
classes of capital stock shall vote together as a single class; provided,
however, that as to any mater with respect to which a separate vote of any
class is required by the 1940 Act or any rules, regulations or orders
issued thereunder, or the Maryland General Corporation Law, such
requirement as to a separate vote by that class shall apply in lieu of a
vote of all classes voting together as a single class as described above.
SECOND: The Charter of the Corporation is hereby amended by striking
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out Section (1) of Article VI and inserting in its place the following:
(1) The number of directors of the Corporation shall initially be two
(2), which number may be increased by or pursuant to the By-Laws of the
Corporation but shall never be less than two (2), unless the Corporation
has three (3) or more stockholders during which time the number of
directors shall never be less than three (3). In addition, and
notwithstanding the preceding sentence, the number of the Corporation's
directors shall be increased by or pursuant to the Corporation's By-Laws to
a number greater than or equal to three prior to or at the Corporation's
first annual meeting of stockholders (the "initial annual meeting"). The
names of the persons who shall act as directors until the initial annual
meeting and until their successors are duly elected and qualify are:
<PAGE>
Ralph L. Schlosstein
Laurence D. Fink
Beginning with the initial annual meeting, the directors shall be
divided into three classes, designated Class I, Class II and Class III.
Each class shall con sist, as nearly as may be possible, of one-third of
the total number of directors constituting the entire Board of Directors.
At the initial annual meeting of stock holders, Class I directors shall be
elected for a one-year term, Class II directors for a two-year term and
Class III directors for a three-year term. At each annual meeting of
stockholders beginning with the annual meeting of stockholders next
succeeding the initial annual meeting, successors to the class of directors
whose term expires at that annual meeting shall be elected for a three-year
term. A direc tor elected at an annual meeting shall hold office until the
annual meeting for the year in which his term expires and until his
successor shall be elected and shall qualify, subject, however, to prior
death, resignation, retirement, disqualification or removal from office.
If the number of directors is changed, any increase or decrease shall be
apportioned among the classes, as of the annual meeting of stockholders
next succeeding any such change, so as to maintain a number of directors in
each class as nearly equal as possible. In no case shall a decrease in the
number of directors shorten the term of any incumbent director. Any
vacancy on the Board of Directors that results from an increase in the
number of directors may be filled by a majority of the entire Board of
Directors, provided that a quo rum is present, and any other vacancy
occurring in the Board of Directors may be filled by a majority of the
directors then in office, whether or not sufficient to constitute a quorum,
or by a sole remaining director; provided, however, that if the
stockholders of any class of the Corporation's capital stock are entitled
sepa rately to elect one or more directors, a majority of the remaining
directors elected by that class or the sole remaining director elected by
that class may fill any va cancy among the number of directors elected by
that class. A director elected by the Board of Directors to fill any
vacancy in the Board of Directors shall serve until the next annual meeting
of stockholders and until his successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification
or removal from office. At any annual meeting of stockholders, any
director elected to fill any vacancy in the Board of Directors that has
arisen since the preceding annual meeting of stockholders (whether or not
any such va cancy has been filled by election of a new director by the
Board of Directors) shall hold office for a term which coincides with the
remaining term of the class to which such directorship was previously
assigned, if such vacancy arose other than by an increase in the number of
directors, and until his successor shall be elected and shall qualify. In
the event such vacancy arose due to an increase in the num ber of
directors, any director so elected to fill such vacancy at an annual
meeting
2
<PAGE>
shall hold office for a term which coincides with that of the class to
which such directorship has been apportioned as heretofore provided, and
until his successor shall be elected and shall qualify. A director may be
removed for cause only, and not without cause, and only by action taken by
the holders of at least seventy-five percent (75%) of the shares of capital
stock then entitled to vote in an election of such director.
THIRD: The Charter of the Corporation is hereby amended by striking
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out Section (1) of ARTICLE VIII and inserting in its place the following:
(1) Except as otherwise provided in these Articles of Incorporation
and notwithstanding any provision of the Maryland General Corporation Law
(other than Sections 3-601 through 3-603 of the Maryland General
Corporation Law or any successors thereto) requiring approval by the
stockholders (or any class of stockholders) of any action by the
affirmative vote of a greater proportion than a majority of the votes
entitled to be cast on the matter, any such action may be taken or
authorized upon the concurrence of a majority of the number of votes
entitled to be cast thereon (or a majority of the votes entitled to be cast
thereon as a separate class).
FOURTH: This amendment was advised by the Board of Directors and
------
approved by the sole stockholder of the Corporation by written consent.
FIFTH: The amendment does not increase the authorized stock of the
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Corporation.
3
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be signed in its name and on its behalf on this _____ day of
September, 1991 by its President who acknowledges that these Articles of
Amendment are the act of the Corporation and that to the best of his knowledge,
information and belief and under penalties for perjury, all matters and facts
contained in these Articles of Amendment are true in all material respects.
ATTEST: THE BLACKSTONE MUNICIPAL
TARGET TERM TRUST INC.
/s/ Barbara G. Novick By: /s/ Ralph L. Schlosstein
---------------------- ------------------------
Barbara G. Novick, Ralph L. Schlosstein,
Secretary President
4
<PAGE>
EXHIBIT 99.(a)(1)(C)
ARTICLES OF AMENDMENT
OF
THE BLACKSTONE MUNICIPAL TARGET TERM TRUST INC.
The Blackstone Municipal Target Term Trust Inc., a Maryland
corporation (the "Corporation"), certifies that:
FIRST: The Charter of the Corporation is hereby amended by striking
-----
out Article II and inserting in its place the following:
ARTICLE II
NAME
----
The name of the Corporation is The Blackrock Municipal Target Term
Trust Inc. (the "Corporation").
SECOND: The Board of Directors on April 14, 1992 and May 15, 1992
------
duly adopted resolutions finding the foregoing amendment advisable and directing
that it be submitted for action thereon by the Corporation's shareholders at the
annual meeting to be held on June 19, 1992.
THIRD: Notice setting forth the said amendment and stating that a
-----
purpose of the meeting of the stockholders would be to take action thereon was
given to all stockholders entitled to vote thereon. The amendment as
hereinabove set froth was approved at said meeting by the affirmative vote of a
majority of the stockhold ers of the Corporation as required by the
Corporation's Charter.
<PAGE>
FOURTH: The amendment does not increase the authorized stock of the
------
Corporation.
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be signed in its name and on its behalf on this Day of June,
1992 by its President who acknowledge that these Articles of Amendment are the
act of the Corporation and that to the best of his knowledge, information and
belief and under penalties for perjury, all matters and facts contained in these
Articles of Amendment are true in all material respects.
ATTEST: THE BLACKSTONE MUNICIPAL TARGET
TERM TRUST INC.
/s/ Barbara G. Novick By: /s/ Ralph L. Schlosstein
- -------------------------------- --------------------------------
Barbara G. Novick Ralph L. Schlosstein
Secretary President
2
