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:
|_| Preliminary proxy statement
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
The BlackRock North American Government Income 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| No fee required.
|_| 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:
34,773,993 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:
N/A
- --------------------------------------------------------------------------------
|_| 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:
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(4) Date filed:
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[GRAPHIC OMITTED]
THE BLACKROCK NORTH AMERICAN GOVERNMENT INCOME TRUST INC. ("BNA")
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------
TO BE HELD ON MAY 18, 2000
To the Stockholders of BNA:
The Annual Meeting of Stockholders of BNA will be held at One Seaport
Plaza, New York, New York on May 18, 2000 at 10:00 a.m. (New York Time) for the
following purposes:
1. To elect three Directors, each to hold office for the term indicated
and until his successor shall have been elected and qualified;
2. To consider and act upon the ratification of the selection of Deloitte
& Touche LLP as independent auditors of BNA for the fiscal year ending
October 31, 2000;
3. To approve or reject the shareholder proposal requesting that BNA
shall afford all shareholders an opportunity to realize net asset
value for their shares by converting to an open-end fund;
4. To transact such other business as may properly come before the
meeting or any adjournments thereof.
THE BOARD OF DIRECTORS OF BNA RECOMMENDS THAT YOU VOTE "FOR" PROPOSALS 1
AND 2 AND "AGAINST" PROPOSAL 3.
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 Board
of Directors has fixed the close of business on February 29, 2000 as the record
date for the determination of stockholders entitled to notice of, and to vote
at, the meeting.
By order of the Board of Directors of BNA
Karen H. Sabath, Secretary
New York, New York
March 31, 2000
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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 NORTH AMERICAN GOVERNMENT INCOME TRUST INC.
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102
----------------
PROXY STATEMENT
----------------
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 2000
INTRODUCTION
This proxy statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of BNA of proxies to be voted at the
Annual Meeting of Stockholders (the "Meeting") of BNA to be held at One Seaport
Plaza, New York, New York, on May 18, 2000 at 10:00 a.m. (New York Time), and
at any adjournments thereof, for the purposes set forth in the accompanying
Notice of Annual Meeting of 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.
The cost of soliciting proxies will be borne by BNA. In addition, certain
officers, directors and employees of BNA, Prudential Investments Fund
Management LLC and BlackRock Advisors, Inc. (the "Advisor") (none of whom will
receive additional compensation therefor) may solicit proxies in person or by
telephone, telegraph, or mail. In addition, BNA may employ Georgeson
Shareholder Communications Inc. pursuant to its standard contract as proxy
solicitor, the cost of which will be borne by BNA and is estimated to be
approximately $3,500. The Advisor is located at 400 Bellevue Parkway,
Wilmington, DE 19809.
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 treated as shares that are present for purposes of determining whether
a quorum is present and may be voted on Proposals 1 and 2. Broker non-votes
will effectively count as a vote against Proposal number 3. Unless instructions
to the contrary are marked, shares represented by all properly executed proxies
will be voted "FOR" Proposals 1 and 2 and "AGAINST" Proposal 3. Important
information regarding Proposal 3, which was submitted by a shareholder and
included as part of this proxy statement, begins on page 10.
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 BNA at the applicable address indicated above or by voting in
person at the Meeting.
Some proposals require more votes than others to be approved. An
affirmative vote of a simple majority of the shares present and voting at the
meeting at which a quorum is present is necessary to ratify the selection of
independent auditors. The affirmative vote of a plurality of the shares present
at the meeting at which a quorum is present is necessary to elect the director
nominees. The affirmative vote of three quarters of the issued and outstanding
shares is necessary to approve Proposal number 3.
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The Board of BNA 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, it is the intention
of the persons named in the enclosed proxy to vote thereon in accordance with
their best judgment.
The Board of BNA has fixed the close of business on February 29, 2000, as
the record date for the determination of stockholders of BNA entitled to notice
of and to vote at the Meeting or any adjournment thereof. Stockholders of BNA
on that date will be entitled to one vote on each matter to be voted on for
each share held and a fractional vote with respect to fractional shares with no
cumulative voting rights.
Pursuant to the rules promulgated by the Securities and Exchange
Commission, Class II Directors, the auditors and the shareholder proposal will
be voted on by stockholders of BNA.
At the close of business on February 29, 2000, BNA had outstanding
34,773,993 shares of Common Stock, par value $0.01 per share, which is the only
authorized class of stock.
The principal executive offices of BNA are located at Gateway Center
Three, 100 Mulberry Street, Newark, New Jersey 07102. The enclosed proxy and
this proxy statement are first being sent to BNA stockholders on or about March
31, 2000.
BNA will furnish, without charge, a copy of its 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 400 Bellevue Parkway,
Wilmington, DE 19809 (telephone number (800) 227-7BFM(7236)).
As of February 29, 2000, to the knowledge of BNA, no person beneficially
owned more than 5%, except that 4,886,600 of the outstanding common shares of
BNA (or 14.1% of the outstanding common shares) are held by Tattersall Advisory
Group, Inc., which is located at 6802 Paragon Place, Suite 200, Richmond,
Virginia 23230.
PROPOSAL NO. 1.
ELECTION OF DIRECTORS
At the Meeting, Class II Directors will be elected to serve for a term of
three years and until their successors are elected and qualify. There are only
three nominees because the Board is classified into three classes and only one
class is being elected at the Meeting. The other classes will be elected at
subsequent annual meetings of stockholders. The affirmative vote of a plurality
of the shares present at the Meeting at which a quorum is present is required
to elect the nominees. 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 BNA recommends that you vote "FOR" the nominees.
The Board of Directors of BNA knows 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 Board of Directors may recommend.
Certain information concerning the nominees of BNA is set forth below. All
of the nominees are currently Directors of BNA and have served in such capacity
since BNA commenced its 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 James Clayburn LaForce, Jr. has served as Director since his
election at BNA's annual meeting
2
<PAGE>
of stockholders on June 19, 1992 and Walter F. Mondale, who was previously a
Director of BNA from inception to August 12, 1993, has served as Director since
his election at BNA's annual meeting of stockholders on April 15, 1997. Each
director also serves as a director of 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 Inc., The BlackRock New York Insured
Municipal 2008 Term Trust Inc., The BlackRock Broad Investment Grade 2009 Term
Trust Inc., The BlackRock Income Trust Inc., The BlackRock Target Term Trust
Inc., The BlackRock Investment Quality Term Trust Inc., The BlackRock Advantage
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 Inc., The BlackRock New Jersey Investment
Quality Municipal Trust Inc., The BlackRock New York Investment Quality
Municipal Trust Inc., The BlackRock Insured Municipal Term Trust Inc., The
BlackRock 2001 Term Trust Inc., The BlackRock Strategic Term Trust Inc., The
BlackRock Pennsylvania Strategic Municipal Trust, The BlackRock Strategic
Municipal Trust and The BlackRock High Yield Trust (each a "Trust" and
collectively the "Fund Complex"). Each Trust is a closed-end registered
investment company advised by BlackRock Advisors, Inc. Except as indicated,
each individual has held the office shown or other offices in the same company
for the last five years. In addition, Mr. Fink serves as a director of
Anthracite Capital, Inc. and he also serves on the Board of Advisory Directors
for Magnetite Asset Investors L.L.C. The "interested" Directors (as defined by
Section 2(a)(19) of the Investment Company Act of 1940) are indicated by an
asterisk(*). Unless specified otherwise below, the business address of the
Directors and officers of BNA and the Advisor is 345 Park Avenue, New York, New
York 10154 and 400 Bellevue Parkway, Wilmington, Delaware 19809, respectively.
TRUST % OF
SHARES SHARES
PRINCIPAL OCCUPATIONS OWNED OUT
NAME AND AGE OR EMPLOYMENT IN PAST 5 YEARS (*) STANDING
- ---------------------- ------------------------------------- ------ --------
Andrew F. Brimmer President of Brimmer & Company, Inc., 10 (1)
4400 MacArthur Blvd a Washington, D.C.-based economic and
N.W. Suite 302 financial consulting firm. Director
Washington, DC 20007 of CarrAmerica Realty Corporation and
Age: 73 Borg-Warner Automotive. Formerly
Class III (**) member of the Board of Governors of
the Federal Reserve System. Formerly
Director of AirBorne Express,
BankAmerica Corporation (Bank of
America), Bell South Corporation,
College Retirement Equities Fund
(Trustee), Commodity Exchange, Inc.
(Public Governor), Connecticut Mutual
Life Insurance Company. E.I. dupont
de Nemours & Company, Equitable Life
Assurance Society of the United
States, Gannett Company (publishing),
MNC Financial Corporation (American
Security Bank), NMC Capital
Management, Navistar International
Corporation (truck manufacturing),
and UAL Corporation (United
Airlines).
3
<PAGE>
TRUST % OF
SHARES SHARES
PRINCIPAL OCCUPATIONS OWNED OUT
NAME AND AGE OR EMPLOYMENT IN PAST 5 YEARS (*) STANDING
- ---------------------- ------------------------------------- ------ --------
Richard E. Cavanagh President and Chief Executive Officer 100 (1)
845 Third Avenue of The Conference Board, Inc., a
New York, NY 10022 leading global business membership
Age: 53 organization, from 1995-present.
Class I (**) Former Executive Dean of the John F.
Kennedy School of Government at
Harvard University from 1988-1995.
Acting Director, Harvard Center for
Business and Government (1991-1993).
Formerly Partner (principal) of
McKinsey & Company, Inc. (1980-1988).
Former Executive Director of Federal
Cash Management, White House Office
of Management and Budget (1977-1979).
Co-author, THE WINNING PERFORMANCE
(best selling management book
published in 13 national editions.)
Trustee, Wesleyan University, Drucker
Foundation, Airplanes Group, Aircraft
Finance Trust (AFT) and Educational
Testing Service (ETS). Director, Arch
Chemicals (chemicals), Fremont Group
(investments) and The Guardian Life
Insurance Company of America
(insurance).
Kent Dixon Consultant/Investor. Former President 100 (1)
9495 Blind Pass Road and Chief Executive Officer of Empire
Unit #602 Federal Savings Bank of America and
St. Petersburg, Banc PLUS Savings Association, former
FL 33706 Chairman of the Board, President and
Age: 62 Chief Executive Officer of Northeast
Class III (**) Savings. Former Director of ISFA (the
owner of INVEST, a national
securities brokerage service designed
for banks and thrift institutions).
Frank J. Fabozzi Consultant. Editor of THE JOURNAL OF 10 (1)
858 Tower View Circle PORTFOLIO MANAGEMENT and Adjunct
New Hope, PA 18938 Professor of Finance at the School of
Age: 51 Management at Yale University.
Class II (**) Director, Guardian Mutual 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, Massachusetts
Institute of Technology from 1986 to
August 1992.
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TRUST % OF
SHARES SHARES
PRINCIPAL OCCUPATIONS OWNED OUT
NAME AND AGE OR EMPLOYMENT IN PAST 5 YEARS (*) STANDING
- ---------------------- ----------------------------------- ------ --------
Laurence D. Fink* Chairman and Chief Executive 10 (1)
Age: 47 Officer of BlackRock Financial
Class III (**) Management, Inc., BlackRock
Advisors, Inc. and BlackRock, Inc.
Formerly, a Managing Director of
The First Boston Corporation,
member of its Management Committee,
co-head of its Taxable Fixed Income
Division and head of its Mortgage
and Real Estate Products Group.
Currently, Chairman of the Board
and Director of each of BlackRock's
Trusts, and Anthracite Capital,
Inc. Trustee of New York University
Medical Center, Dwight-Englewood
School, National Outdoor Leadership
School and Phoenix House. A
Director of VIMRx Pharmaceuticals,
Inc. and Innovir Laboratories, Inc.
James Clayburn LaForce, Jr. Dean Emeritus of The John E. 10 (1)
P.O. Box 1595 Anderson Graduate School of
Pauma Valley, CA 92061 Management, University of
Age: 71 California since July 1, 1993.
Class I (*) Director, Eli Lilly and Company
(pharmaceuticals), Jacobs
Engineering Group, Inc., Rockwell
International Corporation, Payden &
Rygel Investment Trust (mutual
fund), Provident Investment Counsel
Funds (investment companies),
Timken Company (roller bearing and
steel) and Motor Cargo Industries
(transportation). 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.
Walter F. Mondale Partner, Dorsey & Whitney, a law 20 (1)
220 South Sixth Street firm (December 1996-present,
Minneapolis, MN 55402 September 1987-August 1993).
Age: 71 Formerly, U.S. Ambassador to Japan
Class II (*) (1993-1996). Formerly Vice
President of the United States,
U.S. Senator and Attorney General
of the State of Minnesota. 1984
Democratic Nominee for President of
the United States.
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TRUST % OF
SHARES SHARES
PRINCIPAL OCCUPATIONS OWNED OUT
NAME AND AGE OR EMPLOYMENT IN PAST 5 YEARS (*) STANDING
- ---------------------- ------------------------------------- ------ --------
Ralph L. Schlosstein* President of BlackRock Financial 1,500 (1)
Age: 49 Management, Inc., BlackRock Advisors,
Class II (**) Inc. and BlackRock, Inc. Formerly, a
Managing Director of Lehman Brothers,
Inc. and co-head of its Mortgage and
Savings Institutional Group.
Currently, President of each of
closed-end funds in which BlackRock
Financial Management, Inc. acts as
investment adviser. Trustee of
Denison University and New Visions
for Public Education in New York
City. A Director of the Pulte
Corporation and a member of the
Visting Board of Overseers of the
John F. Kennedy School of Government
at Harvard University.
- ------------
(1) Less than 1%.
(*) Only Class II Directors are being elected by BNA.
All Directors and officers as a group owned less than 1% of the shares of
BNA as of February 29, 2000. BNA has an executive committee composed of Messrs.
Fink and Schlosstein.
BNA does not have a compensation or nominating committee of the Board of
Directors, or committees performing similar functions. BNA has an audit
committee composed of all the Directors who are not interested persons of BNA or
the Advisor (the "Independent Directors") which is charged with recommending a
firm of independent accountants to BNA and reviewing accounting matters with the
accountants. There were two meetings of the audit committee held between
November 1, 1998 and October 31, 1999. All members attended at least 75% of the
meetings.
Four meetings of the Boards of Directors of BNA were held between November
1, 1998 and October 31, 1999. All Directors attended at least 75% of the
meetings.
In addition to Messrs. Fink and Schlosstein, all the following executive
officers hold the positions indicated opposite their names.
OTHER PRINCIPAL OCCUPATIONS
NAME AND AGE TITLE IN PAST 5 YEARS
- ----------------- -------------- ------------------------------------------
Scott Amero Vice President Managing Director of BlackRock Financial
Age: 36 Management, Inc. From 1985 to 1990, Vice
President at The First Boston Corporation
in the Fixed Income Research Department.
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OTHER PRINCIPAL OCCUPATIONS
NAME AND AGE TITLE IN PAST 5 YEARS
- ----------------- -------------- ------------------------------------------
Keith T. Anderson Vice President Managing Director of BlackRock Advisors,
Age: 40 Inc. since February 1998. Managing
Director of BlackRock Financial
Management, Inc. since January 1991.
Director of BlackRock Financial
Management, Inc. from April 1988 to
January 1991. From February 1987 to April
1988, Vice President at The First Boston
Corporation in the Fixed Income Research
Department. Previously Vice President and
Senior Portfolio Manager at Criterion
Investment Management Company (now
Nicholas-Applegate).
Henry Gabbay Treasurer Managing Director of BlackRock Advisors,
Age: 52 Inc. since February 1998. Managing
Director of BlackRock Financial
Management, Inc. since January 1990.
Director of BlackRock Financial
Management, Inc. from February 1989 to
January 1990. From September 1984 to
February 1989, Vice President at The First
Boston Corporation.
Michael C. Huebsch Vice President Managing Director of BlackRock Financial
Age: 41 Management, Inc. since January 1991.
Director of BlackRock Financial
Management, Inc. from January 1989 to
January 1991. From July 1985 to January
1989, Vice President at The First Boston
Corporation in the Fixed Income Research
Department
Robert S. Kapito Vice President Vice Chairman of BlackRock Advisors, Inc.
Age: 43 since February 1998 and Vice Chairman of
BlackRock Financial Management, Inc. since
March 1988. From December 1985 to March
1988, Vice President at The First Boston
Corporation in the Mortgage Products
Group.
Kevin Klingert Vice President Managing Director of BlackRock Advisors,
Age: 37 Inc. since February 1998. Managing
Director of BlackRock Financial
Management, Inc. since January 1996.
Director of BlackRock Financial
Management, Inc. from January 1994 to
January 1996. Vice President of BlackRock
Financial Management, Inc. from October
1991 to January 1994. From March 1985 to
October 1991, Assistant Vice President at
Merrill Lynch, Pierce, Fenner & Smith in
the Unit Investment Trust Department.
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OTHER PRINCIPAL OCCUPATIONS
NAME AND AGE TITLE IN PAST 5 YEARS
- ----------------- -------------- ------------------------------------------
James Kong Assistant Managing Director of BlackRock Financial
Age: 39 Treasurer Management, Inc. since January 1996.
Director of BlackRock Financial
Management, Inc. from January 1993 to
January 1996. Vice President and Associate
of BlackRock Financial Management, Inc.
from January 1991 and April 1989 to
January 1993 and January 1991,
respectively. From April 1987 to April
1989, Assistant Vice President at The
First Boston Corporation in the CMO/ABO
Administration Department. Previously
affiliated with Deloitte, Haskins & Sells
(now Deloitte & Touche LLP).
Karen H. Sabath Secretary Managing Director of BlackRock Advisors,
Age: 34 Inc. since February 1998. Managing
Director of BlackRock Financial
Management, Inc. since January 1993. Vice
President and Associate of BlackRock
Financial Management, Inc. from January
1989 and August 1988 to January 1993 and
January 1989, respectively. From June 1986
to July 1988, Associate at The First
Boston Corporation in the Mortgage Finance
Department.
Richard Shea, Esq. Vice President/ Effective January 2000 Managing Director
Age: 40 Tax of BlackRock Financial Management, Inc.
Director of BlackRock Financial
Management, Inc. from January 1996 to
January 2000. Vice President of BlackRock
Financial Management, Inc. from February
1993 to January 1996. From December 1988
to February 1993, Associate Vice President
and Tax Counsel at Prudential Securities,
Inc. From August 1984 to December 1988,
Senior Tax Specialist at Laventhol &
Horwath.
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REMUNERATION
The following table sets forth certain information regarding the
compensation of the Fund's directors and officers.
TOTAL COMPENSATION
COMPENSATION FROM THE FUND COMPLEX
NAME OF PERSON AND POSITION FROM BNA PAID TO DIRECTORS AND OFFICERS*
- --------------------------- -------- -------------------------------
Andrew R. Brimmer ................. $12,000 $ 160,000(23)
Richard E. Cavanagh ............... $12,000 $ 160,000(23)
Kent Dixon ........................ $12,000 $ 160,000(23)
Frank J. Fabozzi .................. $12,000 $ 160,000(23)
James Claybourne LaForce, Jr. ..... $12,000 $ 160,000(23)
Walter F. Mondale ................. $12,000 $ 160,000(23)
- ------------
* Represents the total compensation paid to such persons during the calendar
year ended December 31, 1999 by investment companies from which such person
receives compensation that is considered part of the same fund complex as
the Fund because they have common investment advisors. The number in
parentheses represents the number of such investment companies.
The attendance fees of each Independent Director of BNA are reduced
proportionately, based on each Trust's net assets, so that the aggregate per
meeting fee for all meetings of the boards of directors of the Fund Complex 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
Trust's net assets. For BNA fees of $84,000 were accrued from November 1, 1998
to October 31, 1999. None of the Directors received any pension or retirement
benefits. None of the officers of BNA received any compensation, including
pension or retirement benefits, from BNA for such period. Messrs. Fink,
Schlosstein, Amero, Anderson, Gabbay, Huebsch, Kapito, Kong, Shea and Ms.
Sabath, officers and/or Directors of BNA, are also affiliated with the Advisor.
They receive compensation from the Advisor although under the terms of the
investment advisory agreements some portion of their compensation could be
reimbursable by BNA to the extent such person's working time is devoted to BNA's
operations.
THE BOARD OF DIRECTORS OF BNA RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES.
THE AFFIRMATIVE VOTE OF A PLURALITY OF THE SHARES PRESENT IS NECESSARY TO ELECT
THE DIRECTOR NOMINEES.
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PROPOSAL NO. 2.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
Deloitte & Touche LLP ("D&T") has been selected as the independent auditors
by a majority of BNA's 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 BNA for and during BNA's
fiscal year ending in 2000. BNA does not know of any direct or indirect
financial interest of D&T in BNA.
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 at which a quorum is present is required to ratify the selection of
D&T.
THE BOARD OF DIRECTORS OF BNA RECOMMENDS THAT YOU VOTE "FOR" THE
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS. AN AFFIRMATIVE VOTE OF A
SIMPLE MAJORITY OF THE SHARES AT THE MEETING AT WHICH A QUORUM IS PRESENT AND
VOTING IS NECESSARY TO RATIFY THE SELECTION OF INDEPENDENT AUDITORS.
PROPOSAL NO. 3
SHAREHOLDER PROPOSAL
BNA (the "Trust") has received the following proposal and supporting
statement from Opportunity Partners L.P. which advised the Trust that, at the
time it submitted its proposal to the Trust, it had owned shares of the Trust
with a market value of at least $2,000 continuously for the preceding year. The
Board and the Trust accept no responsibility for the accuracy of either the
proposal or Opportunity Partners L.P.'s supporting statement. However, the
supporting statement below referring to the 55-45 margin by which the proposal
to conduct a self-tender offer was approved, does not reflect that only 49% of
the outstanding shares voted for or against the proposal. Approval of a formal
open-ending proposal requires the affirmative vote of three quarters of the
issued and outstanding shares cast in person or by proxy with respect to the
proposal. For the reasons set forth in detail in the Opposing Statement of the
Board of Directors, which follows Opportunity Partners L.P.'s Supporting
Statement, the Board, including the Independent Directors, recommends a vote
AGAINST this shareholder proposal. The text of the shareholder proposal and
supporting statement is as follows:
Resolved: "It is requested that the Trust shall afford all shareholders an
opportunity to realize net asset value ("NAV") for their shares by converting to
an open-end fund."
SUPPORTING STATEMENT
My name is Phillip Goldstein and I have been a shareholder of the Fund
since April 1996. Its shares have long traded at a big discount to NAV. In
addition, the Fund has had poor long-term performance despite generally
favorable market conditions. The Fund's objective is to provide high monthly
income consistent with the preservation of capital. Neither objective has been
achieved. Since its inception seven years ago, shareholders have seen the market
value of their shares plummet from $15 per share to less than $10 while the
annual distributions have dwindled from $1.20 to $0.84 per share.
At last year's annual meeting, a proposal to conduct a self-tender offer
for a significant percentage of the Fund's outstanding shares at NAV was
approved by shareholders by a 55-45 margin. The Board failed to
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heed this mandate. Instead, it announced a tiny share repurchase program that
had not significantly narrowed the Fund's discount to NAV. The Board acts like
it, not the shareholders, own the Fund. In fact, shareholders are treated like
prisoners who cannot sell their shares unless they are willing to accept a
double-digit discount.
Shareholders have suffered long enough with poor performance and a wide
discount. It is time to free all the prisoners by open-ending the Fund.
Continuing to tolerate a double-digit discount indefinitely is simply
unacceptable. Shareholders have not benefited from the closed-end structure and
the increase in shareholder value that would result from open-ending the Fund is
undeniable. If this proposal is overwhelmingly approved, perhaps the Board will
be merciful and do the right thing.
Frankly, I can't understand why any shareholder would not vote for this
proposal since it is obviously beneficial to all shareholders. However, if you
disagree, I would sincerely appreciate it if you would let me know why you
oppose it. My phone number is (914) 747-5262 and my address is Opportunity
Partners L.P. 60 Heritage Drive Pleasantville, NY 10570. My e-mail address is
[email protected].
OPPOSING STATEMENT OF THE
BOARD OF DIRECTORS
THE BOARD OF DIRECTORS (THE "BOARD") OF THE BLACKROCK NORTH AMERICAN
GOVERNMENT INCOME TRUST, INC. (THE "TRUST"), BELIEVES THAT THE DETRIMENTS OF THE
TRUST'S CONVERSION TO OPEN-END STATUS OUTWEIGH ANY POTENTIAL BENEFITS FOR
SHAREHOLDERS THAT ARE SEEKING THE TRUST'S LONG-TERM INVESTMENT OBJECTIVE. FOR
THE REASONS DISCUSSED BELOW, THE BOARD HAS CONCLUDED THAT THIS PROPOSAL IS NOT
IN THE BEST INTERESTS OF ALL THE SHAREHOLDERS AND BELIEVES THAT IT SHOULD BE
REJECTED. NONETHELESS, THE BOARD BELIEVES THAT THIS ISSUE IS OF SUFFICIENT
CONSEQUENCE THAT IT STRONGLY SUPPORTS GIVING SHAREHOLDERS THE OPPORTUNITY TO
EXPRESS THEIR OWN VIEWS ON THIS MATTER.
When the Trust was organized in 1990, a closed-end format was chosen as
most appropriate to the Trust's character and intended method of operation
because it was believed that such a structure would permit BlackRock, the
Trust's Investment Adviser, to manage the Trust's portfolio consistent with its
investment objective and policies without being subject to cash inflows and
share redemptions.
At meetings at least once per year since 1994, the Board of Directors has
considered the potential option that the Trust convert to an open-end fund. The
Board of Directors is not in favor of taking such action. The following reasons
state why the Board currently rejects the request, as well as why the Board has
continually rejected like requests in the past:
(1) A closed-end fund does not continuously redeem it shares, while an
open-end structure would require the Trust to redeem its shares on a continuous
basis. Permitting continuous redemption of shares under an open-end structure
may force the Trust to sell securities at inopportune times (at depressed
prices) during market downturns, for example, in order to meet redemptions.
Additionally, capital flows into the Trust because of an open-end structure
could mean that the Trust would be purchasing securities at higher prices during
periods of market increases diluting income to shareholders. The closed-end
structure, by contrast, because it does not permit redemption of shares on a
continuous basis, permits the Investment Adviser to allocate investments as it
deems suitable to the Trust's long-term investment objective without the concern
of having to meet redemptions.
(2) The Investment Adviser could be required to maintain higher cash
reserves if converted to open-end status. Therefore, the Trust's portfolio would
not be as fully invested in securities, as it would otherwise
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be in a closed-end structure. As a result, a smaller portion of the Trust's
assets would be generating the income that would be used to pay distributions to
shareholders as consistent with the Trust's long-term investment strategy.
(3) Conversion to open-end status could result in increased expenses to
the shareholders. The Trust would have additional expenses in connection with
the distribution of shares and other shareholder services associated with an
open-end structure. In addition, the potential capital outflow that may occur
upon conversion would reduce the Trust's economies of scale and result in even
higher relative per share expenses. The conversion itself would create
significant one-time expenses associated with the conversion, which would be
borne by the shareholders. Such expenses include: registration, legal,
accounting, printing and other expenses associated with establishing an
open-end fund.
The Board of Directors recognizes that the Trust's stock price trading
below its NAV is disappointing and frustrating to shareholders. The Board also
believes however, that the closed-end format is better for all shareholders
that purchased the fund to seek the Trust's long-term investment objective. In
fact, when compared to its peer group as defined by Lipper Analytical Services,
the Trust's discount to NAV is in line with the peer group.
Fund Name Feb 14, 2000
----------------------------------------- ---------------------------
First Australia Prime Income -13.9% (BEST IN CATEGORY)
BLACKROCK NORTH AMERICAN GOV'T INCOME -14.8%
Dreyfus Strategic Government Income -15.3%
Salomon Brothers 2008 Worldwide Income -15.7%
Templeton Global Government Income -16.8%
Templeton Global Income -17.1%
Strategic Global Income -17.8%
First Commonwealth -18.6%
Dresdner RCM Global Strategic Income -19.6%
Global Income -20.4% (WORST IN CATEGORY)
----------------------------------------- ---------------------------
Average: -17.0%
Additionally, a study of closed-end funds that convert to open-end status
was done by CDA/Wiesen-berger in 1998. The principal conclusion was that
long-term investors lose the benefits they sought by buying a closed-end fund
and may incur significant expenses when a closed-end fund converts to open-end.
And, conversion from closed-end to open-end structure is not in the best
long-term interest of shareholders. (The study can be found at
http://www.wiesenberger.com/resources/studies/pr-openending.shtml, or a hard
copy may be obtained by contacting us directly by phone or with a written
request addressed to The BlackRock North American Government Income Trust Inc.
at 400 Bellevue Parkway, Wilmington, DE 19809, telephone number 1-800-227-7236.)
FOR THE REASONS STATED ABOVE, THE BOARD OF DIRECTORS CONTINUES TO BELIEVE
THAT THE TRUST SHOULD REMAIN A CLOSED-END INVESTMENT COMPANY, BUT ALSO BELIEVES
THAT THE SHAREHOLDER PROPOSAL REQUESTING THAT THE TRUST CONVERT TO OPEN-END
STATUS IS APPROPRIATE FOR SHAREHOLDER DETERMINATION AND SHOULD BE PUT TO A
SHAREHOLDER VOTE.
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ADDITIONAL INFORMATION
INVESTMENT ADVISOR
BlackRock was formed in 1988 to provide investment advisory services for
individual and institutional investors. The Trust has an investment advisory
agreement with BlackRock Advisors, Inc. BlackRock Advisors, Inc. is a
wholly-owned subsidiary of BlackRock, Inc. In February 1995, BlackRock was
acquired by PNC Bank, N.A. and became a wholly-owned subsidiary of PNC Asset
Management Group. In January 1998, 20% of BlackRock was purchased by the
managing directors of BlackRock such that PNC Asset Management Group owned 80%
of BlackRock. In early 1998, the five investment management firms that comprised
the PNC Asset Management Group consolidated under BlackRock, resulting in a $100
billion money management firm offering established investment expertise in
domestic and international equity, global fixed income, cash management as well
as risk management technology. On October 1, 1999 BlackRock, Inc. completed an
initial public offering of 9 million shares of Class A common stock at $14 per
share. Subsequent to the initial public offering, approximately 14% of
BlackRock, Inc. is publicly owned, approximately 70% is owned by PNC Bank and
approximately 16% is owned by BlackRock employees. BlackRock, Inc. is one of the
largest publicly traded investment management firms in the country with assets
under management of approximately $165 billion as of December 31, 1999.
The executive officers of the Advisor are:
NAME POSITION
--------- ---------------
Laurence D. Fink Director, Chairman and Chief Executive Officer
Ralph L. Schlosstein Director and President
Robert S. Kapito Director and Vice Chairman
Robert P. Connolly Managing Director, General Counsel and Secretary
Henry Gabbay Managing Director
Messrs. Fink and Schlosstein are officers and Directors, and Messrs. Gabbay and
Kapito are officers of the Trust.
FINANCIAL STATEMENTS
BNA will furnish, without charge, a copy of BNA'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 400 Bellevue
Parkway, Wilmington, DE 19809 (telephone number (800) 227-7BFM(7236)).
DEADLINE FOR STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 2001 Annual Meeting
of the Stockholders of BNA must be received by December 2, 2000 to be included
in the proxy statement and the form of proxy relating to that meeting as the
Trust expects that the 2001 Annual Meeting will be held in May of 2001.
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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 31, 2000
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PROXY
THE BLACKROCK
NORTH AMERICAN GOVERNMENT INCOME 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 or her substitute, and
hereby authorizes them to represent and to vote, as designated on the reverse
side hereof, all the shares of common stock of The BlackRock North American
Government Income Trust Inc. (the "Trust") held of record by the undersigned on
February 29, 2000 at the Annual Meeting of Stockholders of the Trust to be held
on May 18, 2000 or at any adjournments thereof.
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 AND 2.
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PLEASE MARK BOXES IN BLUE OR BLACK INK.
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE PAID ENVELOPE.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
- --------------------------------------------------------------------------------
THE BLACKROCK
NORTH AMERICAN GOVERNMENT INCOME TRUST INC.
- --------------------------------------------------------------------------------
COMMON STOCK
Mark box at right if an address change or comment has been
noted on the reverse side of this card. [_]
------------------------------------
Please be sure to sign and date this proxy. | Date
- --------------------------------------------------------------------------------
- ---Stockholder sign here-----------------------Co-Owner sign here---------------
1. Election of Directors: For All With- For All
FRANK J. FABOZZI Nominees hold Except
WALTER F. MONDALE [_] [_] [_]
RALPH L. SCHLOSSTEIN
Instruction: To withhold authority to vote "For" any individual nominee, mark
the "For All Except" box and strike a line through the nominee's name in the
list above.
2. To consider and act upon the ratification of the For Against Abstain
selection of Deloitte & Touche LLP as auditors [_] [_] [_]
of the Trust for the Trust's fiscal year ending
October 31, 2000.
3. To approve or reject the shareholder proposal For Against Abstain
requesting that BlackRock North American [_] [_] [_]
Government Income Trust Inc. shall afford all
shareholders an opportunity to realize net asset
value for their shares by converting to an
open-end fund.
4. To transact such other business as may properly For Against Abstain
come before the meeting or any adjournments [_] [_] [_]
thereof.
