<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
OMB APPROVAL
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OMB Number: 3235-0145
Expires: October 31, 1997
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hours per response . 14.00
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
BlackRock Fund Investors II
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
091913400
- -------------------------------------------------------------------------------
(CUSIP Number)
Alan M. Lewis
General Electric Pension Trust
3003 Summer Street, Stamford, Connecticut 06905, 203-326-2313
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 30, 1995
- -------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /x/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 091913400 PAGE 2 OF 14 PAGES
---------------------- --- ---
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B. Rock, Inc.
IRS Identification No.: applied for
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF (Capital contribution from parent)
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES
--------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,875
--------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
--------------------------------------------------
PERSON (10) SHARED DISPOSITIVE POWER
WITH 1,875
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,875
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 091913400 PAGE 3 OF 14 PAGES
---------------------- --- ---
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Electric Pension Trust
IRS Identification No.: 14-6015763
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES
--------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,875
--------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
--------------------------------------------------
PERSON (10) SHARED DISPOSITIVE POWER
WITH 1,875
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,875
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
EP
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 091913400 PAGE 4 OF 14 PAGES
---------------------- --- ---
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dale F. Frey
S.S. No.: ###-##-####
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES
--------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,875 (The Reporting Person has no pecuniary
interest in such shares.)
--------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
--------------------------------------------------
PERSON (10) SHARED DISPOSITIVE POWER
WITH 1,875 (The Reporting Person has no pecuniary
interest in such shares.)
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,875 (The Reporting Person has no pecuniary interest in such shares.)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN (Trustee of EP)
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 091913400 PAGE 5 OF 14 PAGES
---------------------- --- ---
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eugene K. Bolton
S.S. No.: ###-##-####
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES
--------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,875 (The Reporting Person has no pecuniary
interest in such shares.)
--------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
--------------------------------------------------
PERSON (10) SHARED DISPOSITIVE POWER
WITH 1,875 (The Reporting Person has no pecuniary
interest in such shares.)
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,875 (The Reporting Person has no pecuniary interest in such shares.)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN (Trustee of EP)
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 091913400 PAGE 6 OF 14 PAGES
---------------------- --- ---
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael J. Cosgrove
S.S. No.: ###-##-####
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES
--------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,875 (The Reporting Person has no pecuniary
interest in such shares.)
--------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
--------------------------------------------------
PERSON (10) SHARED DISPOSITIVE POWER
WITH 1,875 (The Reporting Person has no pecuniary
interest in such shares.)
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,875 (The Reporting Person has no pecuniary interest in such shares.)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN (Trustee of EP)
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 091913400 PAGE 7 OF 14 PAGES
---------------------- --- ---
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ralph R. Layman
S.S. No.: ###-##-####
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES
--------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,875 (The Reporting Person has no pecuniary
interest in such shares.)
--------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
--------------------------------------------------
PERSON (10) SHARED DISPOSITIVE POWER
WITH 1,875 (The Reporting Person has no pecuniary
interest in such shares.)
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,875 (The Reporting Person has no pecuniary interest in such shares.)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN (Trustee of EP)
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 091913400 PAGE 8 OF 14 PAGES
---------------------- --- ---
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan M. Lewis
S.S. No.: ###-##-####
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES
--------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,875 (The Reporting Person has no pecuniary
interest in such shares.)
--------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
--------------------------------------------------
PERSON (10) SHARED DISPOSITIVE POWER
WITH 1,875 (The Reporting Person has no pecuniary
interest in such shares.)
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,875 (The Reporting Person has no pecuniary interest in such shares.)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN (Trustee of EP)
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 091913400 PAGE 9 OF 14 PAGES
---------------------- --- ---
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John H. Myers
S.S. No.: ###-##-####
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES
--------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,875 (The Reporting Person has no pecuniary
interest in such shares.)
--------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
--------------------------------------------------
PERSON (10) SHARED DISPOSITIVE POWER
WITH 1,875 (The Reporting Person has no pecuniary
interest in such shares.)
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,875 (The Reporting Person has no pecuniary interest in such shares.)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN (Trustee of EP)
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 091913400 PAGE 10 OF 14 PAGES
---------------------- --- ---
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Donald W. Torey
S.S. No.: ###-##-####
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES
--------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,875 (The Reporting Person has no pecuniary
interest in such shares.)
--------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING
--------------------------------------------------
PERSON (10) SHARED DISPOSITIVE POWER
WITH 1,875 (The Reporting Person has no pecuniary
interest in such shares.)
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,875 (The Reporting Person has no pecuniary interest in such shares.)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN (Trustee of EP)
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
PAGE 11 OF 14 PAGES
--- ---
SCHEDULE 13D
INTRODUCTORY NOTE: B. Rock, Inc., a Delaware corporation ("B.
Rock"), owns beneficially and of record 1,875 shares of the Common Stock of
BlackRock Fund Investors II, a Delaware business trust (the "Fund"). General
Electric Pension Trust ("GEPT"), a New York common law trust, is the sole
stockholder of B. Rock. B. Rock, GEPT and the Trustees of GEPT (the "Trustees")
expressly disclaim that they are members of a "group."
ITEM 1. SECURITY AND ISSUER
This schedule relates to shares of common stock, par value $.01
per share ("Common Stock"), of the Fund whose principal executive
offices are c/o BFM Advisory L.P., 345 Park Avenue, New York, New
York 10154.
ITEM 2. IDENTITY AND BACKGROUND
The names and addresses of the persons filing this schedule are:
B. Rock, whose address is 3003 Summer Street, Stamford,
Connecticut 06905; GEPT, whose address is 3003 Summer Street,
Stamford, Connecticut 06905; and the Trustees consisting of the
following individuals: Dale F. Frey, Eugene K. Bolton, Michael J.
Cosgrove, Ralph R. Layman, Alan M. Lewis, John H. Myers, and
Donald W. Torey. The Trustees' business address is 3003 Summer
Street, Stamford, Connecticut 06905. The Trustees are all United
States citizens.
The Trustees are employees of General Electric Company, a New
York corporation ("GE"), whose address is 335 Easton Turnpike,
Fairfield, Connecticut. Dale F. Frey is also a director and the
Chairman of the board of directors and President of GE Investment
Management Incorporated, a Delaware corporation ("GEIM"), and
General Electric Investment Corporation, a Delaware corporation
("GEIC"). The other Trustees are all directors and Executive
Vice Presidents of GEIM and GEIC. The business address of GEIM
and GEIC is 3003 Summer Street, Stamford, Connecticut 06905.
B. Rock is engaged in the business of holding securities. GEPT
is an employee benefit plan within the meaning of Title I of
ERISA. GE is a large diversified industrial corporation. GEIM
and GEIC are registered investment advisers.
None of B. Rock, GEPT or the Trustees of GEPT has, during the
last five years, been (i) convicted in a criminal proceeding or
(ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which such entity or individual was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price for the 1,875 shares of Common Stock
of the Fund purchased by B. Rock was $1,875,000. No money was
borrowed to effect the stock purchase. The source of such funds
was working capital of GEPT contributed to B. Rock.
ITEM 4. PURPOSE OF TRANSACTION
The purchase of the shares of Common Stock of the Fund by B. Rock
reported in this Schedule 13D was made for the purpose of making,
through the Fund, an investment in BlackRock Asset Investors, a
Delaware business trust ("BAI"). The Fund is a registered
closed-end investment company whose sole asset is common stock of
BAI.
<PAGE>
PAGE 12 OF 14 PAGES
--- ---
SCHEDULE 13D
B. Rock will in the future acquire additional shares of Common
Stock of the Fund to the extent necessary to maintain 10%
beneficial ownership of the common stock of BAI up to a maximum
investment of $60 million. The reporting persons have no present
plans or proposals to effect one or more of the transactions
enumerated in paragraphs (b) through (j) of Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on April 7, 1995, B. Rock
beneficially owned 1,875 shares of Common Stock of the Fund
representing approximately 45.8% of the outstanding Common Stock
of the Fund.
(b) B. Rock, GEPT and the Trustees of GEPT share the power to vote or
direct the vote of the 1,875 shares of Common Stock of the Fund
beneficially owned by B. Rock and share the power to dispose or
direct the disposition of the 1,875 shares of Common Stock of the
Fund beneficially owned by B. Rock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The Fund, BlackRock Financial Management L.P. and B. Rock are
parties to a Subscription Agreement relating to the shares of the
Fund. Pursuant to the Subscription Agreement, B. Rock agreed to
make a Capital Commitment of 10% of the aggregate Capital
Commitments of BAI, subject to a maximum of $60 million.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 10.1 Subscription Agreement, dated January 13, 1995 among BlackRock
Fund Investors II, BlackRock Financial Management L.P. and B.
Rock.
Exhibit 10.2 Form of Subscription Agreement among BlackRock Asset Investors,
BlackRock Financial Management L.P. and BlackRock Fund Investors
II.
Exhibit 24.1 Power of Attorney of B. Rock.
Exhibit 24.2 Power of Attorney of GEPT.
Exhibit 24.3 Power of Attorney of the Trustees of GEPT.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned certifies that
the information set forth in this statement is true, complete and correct.
Dated: April 10, 1995
B. ROCK, INC.
* By: *
- ------------------------------------ ----------------------------------
Dale F. Frey Alan M. Lewis
Attorney-in-fact
* GENERAL ELECTRIC PENSION TRUST
- ------------------------------------
Eugene K. Bolton
* By: *
- ------------------------------------ ----------------------------------
Michael J. Cosgrove Alan M. Lewis, Trustee
Attorney-in-fact
* *
- ------------------------------------ ----------------------------------
Ralph R. Layman John H. Myers
* *
- ------------------------------------ ----------------------------------
Alan M. Lewis Donald W. Torey
* /s/ Alan M. Lewis
----------------------------------
By: Alan M. Lewis
Attorney in Fact
<PAGE>
SCHEDULE I
JOINT FILING AGREEMENT
The undersigned parties hereby agree that the Schedule 13D filed
herewith (and any amendments thereto) is being filed jointly with the Securities
and Exchange Commission pursuant to Section 13d-1(f)(1) on behalf of each such
person.
Dated: April 10, 1995
GENERAL ELECTRIC PENSION TRUST
* By: *
- ------------------------------------ ---------------------------------
Dale F. Frey Alan M. Lewis
Attorney-in-fact
* B. ROCK, INC.
- ------------------------------------
Eugene K. Bolton
* By: *
- ------------------------------------ ----------------------------------
Michael J. Cosgrove Alan M. Lewis, Trustee
Attorney-in-fact
* *
- ------------------------------------ ----------------------------------
Ralph R. Layman John H. Myers
* *
- ------------------------------------ ----------------------------------
Alan M. Lewis Donald W. Torey
* /s/ Alan M. Lewis
-----------------------------------
By: Alan M. Lewis
Attorney in Fact
<PAGE>
EXHIBIT 10.1
SUBSCRIPTION PROCEDURES
Dear Prospective BlackRock Fund Investors II Shareholder:
To become a shareholder of BlackRock Fund Investors II, which will in
turn invest all of it assets in BlackRock Asset Investors, please carefully
follow the subscription procedures detailed below:
1. Please read the Confidential Private Placement Memorandum dated
December 21, 1994 (together with any supplements thereto) and appendices thereto
and the Subscription Agreement (collectively, the "Offering Documents"). If you
would like to receive any additional information, or if you have any questions
regarding BlackRock Fund Investors II (the "Fund") or BlackRock Asset Investors
(the "Trust") or the terms of the offering, please contact Laurence D. Fink
((212) 754-5546), Ralph L. Schlosstein ((212) 754-5547), Susan L. Wagner ((212)
754-5534) or Wesley R. Edens ((212) 754-5346) at BFM Advisory L.P.;
2. Please complete and sign the Subscription Agreement enclosed
herein (the "Subscription Agreement"). When completing the Subscription
Agreement, please be sure to respond to the inquiries contained in Sections 6
and 7 of the Subscription Agreement. Please mail your completed Subscription
Agreement to:
BlackRock Fund Investors II
c/o BFM Advisory L.P.
Subscriptions Department
345 Park Avenue
New York, New York 10154
3. If you are subscribing for shares on behalf of an entity (i.e.,
other than a natural person), please complete the applicable Exhibit A, B or C
attached to the Subscription Agreement and Exhibit D if you are an individual
subscribing for shares.
4. The minimum capital commitment (the "Capital Commitment") per
investor for BlackRock Fund Investors II, which may be waived by BlackRock
Financial Management, L.P. (the "Advisor") solely to accommodate Capital
Commitments to be made by affiliates of the Advisor and relevant regulatory
requirements applicable to any prospective shareholder, is the lesser of (a) $50
million or (b) 8.33% of the Trust's maximum amount of Capital Commitments ($600
million; the "Maximum Commitments"). Your Capital Commitment will be subject to
periodic drawdowns as described in the Offering Documents and the Subscription
Agreement. All capital calls must be paid for by wire of immediately available
funds on the date specified in the written notice of a capital call, which date
shall be no sooner than 14 days after the date the written notice of the capital
call is sent to you by the Fund. Payment for subscription of shares will only
be accepted by same day wire transfer.
5. An initial closing is scheduled to take place on or about January
6, 1995 (the "Initial Closing") at which time the Fund will accept initial
Subscription Agreements but will not sell any Shares. The Fund reserves the
right to delay the Initial Closing, but the Initial Closing shall not be held on
a date later than March 31, 1995.
The Subscription Agreement is not binding on the Fund or the Advisor
until accepted by the Fund and the Advisor, each of which reserves the right to
reject, in whole or in part, in its sole discretion, the subscription made
hereby. If within 14 days of the Fund's acknowledged receipt of the
Subscription Agreement, the Subscription Agreement is not accepted by the Fund
and the Advisor and an accepted copy is not delivered to you, the Subscription
Agreement shall be of no further force and effect unless you agree in writing to
an extension of such 14 day period.
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Thank you for your interest in BlackRock Fund Investors II and
BlackRock Asset Investors.
BFM Advisory L.P.
<PAGE>
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT (this "Agreement") made as of this __ day of _________,
1995 among BlackRock Fund Investors II, a Delaware business trust, with its
principal offices at 345 Park Avenue, New York, New York 10154 (the "Fund"),
BlackRock Financial Management L.P., a Delaware limited partnership with its
principal office at 345 Park Avenue, New York, New York 10154 (the "Advisor")
and the undersigned (the "Subscriber").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Fund is authorized to issue an aggregate of up to
200,000,000 shares of beneficial interest, par value $.01 per share, of the Fund
(the "Shares"), upon the terms and subject to the conditions hereinafter set
forth, and the Subscriber desires to irrevocably commit, upon the terms and
subject to the conditions hereinafter set forth, to purchase up to a specified
aggregate dollar amount of Shares ("Capital Commitment") as set forth on the
signature page hereof;
NOW, THEREFORE, for and in consideration of the premises and the
mutual representations and covenants hereinafter set forth, the parties hereto
do hereby agree as follows:
1. SUBSCRIPTION FOR SHARES AND REPRESENTATIONS AND AGREEMENTS OF SUBSCRIBER
1.1 The Subscriber hereby acknowledges that (a) the Fund was
organized solely for the purpose of investing in BlackRock Asset Investors (the
"Trust"); (b) by executing this Agreement, the Subscriber irrevocably commits,
upon the terms and subject to the conditions hereinafter set forth, to purchase
up to a specified aggregate dollar amount (net of cash distributions of capital
from the Fund to the Subscriber) of Shares of the Fund as set forth upon the
signature page hereof; and (c) the Fund will, in turn, be obligated to
irrevocably commit, subject to parallel terms, to purchase the same aggregate
dollar amount of shares of beneficial interest of the Trust as the Capital
Commitment of the Subscriber and the capital commitments of all other
subscribers whose subscription agreements are accepted by the Fund.
1.2 The initial closing is expected to occur on or about January
6, 1995 (the "Initial Closing"), although the Initial Closing may occur on any
date, prior to March 31, 1995, after which at least $200 million of total
capital commitments ("Total Trust Commitments") have been secured from all
investors in the Trust. Subsequent closings may be held on or before March 31,
1995.
1.3 Within 14 days after March 31, 1995, the Trust will give the
Subscriber written notice of the Total Trust Commitments and the Subscriber's
Capital Commitment expressed as a percentage of Total Trust Commitments.
1.4 As summarized in the Confidential Private Placement
Memorandum dated December 21, 1994 (the "Memorandum"), pursuant to and subject
to all of the terms of the Fund's Declaration of Trust, as amended from time to
time (the "Declaration"), under certain circumstances following a Trigger
Notification Date (as defined in the Declaration), each Subscriber will be given
the right to cancel its unfunded Capital Commitment and, if so approved by
holders of a majority of the Trust's shares, all unfunded Capital Commitments
will be cancelled and, if so approved, the Trust, the Fund and the Other Funds
(as defined below) will terminate and promptly wind up their affairs. In
addition, pursuant to and subject to all of the terms of the Declaration, all
unfunded Capital Commitments will be cancelled and the Trust, the Fund and the
Other Funds will terminate and promptly wind up their affairs at any time if so
approved by holders of 75% of the Trust's shares. Subject to the foregoing, the
period during which the Capital Commitment may be drawn down by the Fund (the
"Commitment Period") will expire on the third anniversary of the Initial
Closing; provided, however, that the Advisor, upon approval by holders of a
majority of the outstanding shares of beneficial interest of the Trust, may
extend the Commitment Period for up to one additional year if (i) at least 50%
of the Total Trust Commitments have been drawn down and invested prior to such
expiration date and (ii) the Advisor determines, in its reasonable
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judgment, that sufficient opportunities exist to deploy the unused Total Trust
Commitments during the extension period.
1.5 The Fund will draw down capital from time to time to make
investments in the Trust upon receiving, simultaneously with each other
investment company investing in the Trust (the "Other Funds" and collectively
with the Fund, the "Funds"), a written capital call from the Trust. Undrawn
Capital Commitments by the Funds may be called by the Trust during the
Commitment Period in any amount not less than $10 million in the aggregate;
provided that each such capital call to each of the Funds shall be expressed as
a pro rata percentage of such Fund's undrawn Capital Commitment to the Trust and
each capital call from the Fund to the Subscribers will be expressed as a pro
rata percentage of each Subscriber's undrawn Capital Commitment to the Fund.
1.6 In order to make a capital call on the Subscriber, the Fund
must provide at least 14 days prior written notice of the amount of the call
(both as a percentage of the unpaid portion of the Subscriber's Capital
Commitment and as a dollar amount) and the date (no sooner than 14 days
following the capital call) on which immediately available funds must be
received by the Fund. Upon receipt of such funds in the amount of the call, the
Fund will issue in the name of and for the account of the Subscriber that number
of full and fractional Shares having an aggregate net asset value equal to the
amount of the capital call from the Subscriber as determined by the Fund at any
time within 48 hours, excluding Saturdays, Sundays and holidays on which banks
in the City of New York or the New York Stock Exchange are not open for
business, prior to the date of such issuance. Upon the Subscriber's payment in
full of the amount of a call, the Subscriber's undrawn Capital Commitment shall
be reduced by such amount; provided, however, that the Subscriber's undrawn
Capital Commitment shall be increased (but not in excess of the original amount)
by any cash distributions of capital from the Fund to the Subscriber during the
Commitment Period. At or prior to the date of each capital call, the Fund will
advise the Subscriber of the total amount of such Subscriber's undrawn Capital
Commitment, together with details of any return of capital subsequent to the
previous capital call.
1.7 If the Subscriber fails to pay the full amount of a capital
call by the date specified in the notice, the Fund will send a second notice of
such call. If the Subscriber fails to pay the full amount of such capital call
in immediately available funds on or prior to 5:30 p.m. on the 14th day (the
"Default Date") after the date of such second notice, the Fund shall be entitled
at any time prior to the 120th day after the Default Date to repurchase, retire
and cancel all Shares previously purchased by the Subscriber at a price per
Share equal to 50% of the net asset value per Share utilized for purposes of the
capital call which the Subscriber failed to satisfy. Other than as set forth in
this Section 1.7, the Funds shall not purchase, redeem or otherwise acquire
their Shares.
1.8 If this Agreement is accepted by the Fund after the date on
which the Trust receives funds in satisfaction of its first capital call (the
"Initial Funding Date"), the Fund will specify in such acceptance, and the Fund
and each Other Fund will specify in a written notice to each of its respective
subscribers that has a Capital Commitment expressed as a percentage of the Total
Trust Commitments, the amount that the new Subscriber and each such percentage
subscriber, respectively, shall pay in immediately available funds within 14
days after such acceptance or notice, which amount shall be sufficient to permit
all future capital calls to be made on a pro rata basis; provided that the Trust
will accept new or additional subscriptions no more frequently than biweekly
after the Initial Funding Date. Payments due will not be treated as capital
calls subject to the minimum as set forth in Section 1.5.
1.9 The Subscriber understands and acknowledges (i) that the
Subscriber must bear the economic risk of his investment in the Shares; (ii)
that the Shares have not been registered under the Securities Act of 1933 (the
"1933 Act") or any state or foreign securities laws, that the Fund has no
intention of doing so and that the Subscriber has no right to require it to do
so and that therefore such Shares cannot be resold or transferred unless they
are subsequently registered under the 1933 Act and applicable state laws or
unless an exemption from such registration is available; (iii) that the
Subscriber is purchasing the Shares for investment purposes only for the account
of the Subscriber and not with any view toward a distribution thereof; (iv) that
the Subscriber has no contract, undertaking, agreement or arrangement with any
person to sell, transfer or pledge to such person or anyone else any of the
Shares which the Subscriber hereby subscribes to purchase or any part thereof or
interest therein, and the Subscriber has no present plans to enter into any such
contract, undertaking,
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agreement or arrangement; (v) that the Subscriber understands that, except as
otherwise provided in the Declaration, the Shares cannot be transferred without
the prior written consent of the Fund, which will not be unreasonably withheld;
(vi) that there will be no public market for the Shares; (vii) that any
disposition of the Shares or any interest therein may result in unfavorable tax
consequences to the Subscriber; and (viii) that this Agreement represents an
interest in Shares and is subject to the foregoing to the same extent as the
Shares.
1.10 The Subscriber recognizes that the purchase of Shares
involves a high degree of risk in that (i) the Fund has no operating history;
(ii) an investment in the Fund is highly speculative, and only investors who can
afford the loss of their entire investment should consider investing in the Fund
and the Shares; (iii) the Subscriber may not be able to dispose of his
investment; (iv) transferability of the Shares is extremely limited and (v) in
the event of a disposition, the Subscriber could sustain the loss of his entire
investment.
1.11 The Subscriber represents that he is an "accredited
investor" as such term is defined in Rule 501 of Regulation D promulgated under
the 1933 Act, as indicated by the responses to the questions contained in
Section 6 hereof.
1.12 The Subscriber hereby represents that he has been afforded
the opportunity to ask questions of and obtain additional information concerning
the terms and conditions of the offering of the Shares or to verify the
information contained in the Confidential Private Placement Memorandum dated
December 21, 1994, as supplemented from time to time, and the appendices thereto
(collectively, the "Offering Documents") or otherwise relative to the Fund and
the Trust, to the extent that the officers and representatives of the Fund
possess such information or can acquire it without unreasonable effort or
expense. All such questions if asked have been answered satisfactorily and all
such information provided has been found to be fully satisfactory.
1.13 The Subscriber hereby represents that the Subscriber has
received, reviewed carefully and understands fully the Offering Documents and
has consulted with his own investment advisor, attorney or accountant with
respect to the investment contemplated hereby and its suitability for the
Subscriber. The Subscriber has evaluated the risks of investing in the Shares,
and has determined that the Shares are a suitable investment for the Subscriber.
The Subscriber can bear the economic risk of this investment and can afford a
complete loss of his investment. In evaluating the suitability of an investment
in the Shares, the Investor has not relied upon any representations or other
information (whether oral or written) other than as set forth in the Offering
Documents and other than independent investigations made by the Subscriber or
representative(s) of the Subscriber.
1.14 The Subscriber hereby acknowledges that the offering of the
Shares has not been reviewed, endorsed or recommended by the United States
Securities and Exchange Commission (the "Commission") or any state or foreign
regulatory authority and that no federal, state or foreign authority has made
any finding or determination as to the fairness of the offering of the Shares.
1.15 The Subscriber understands that there is no market for the
Shares and that no market is expected to develop for the Shares. The Subscriber
hereby agrees that it will not dispose of an interest in this Agreement or any
of the Shares by way of sale, transfer, assignment, pledge, hypothecation or any
other means other than in accordance with the provisions set forth in the
Declaration (which provisions are summarized in the Memorandum).
1.16 Any information which the Subscriber has furnished to the
Fund in Section 6 or on the signature page hereof is correct and complete as of
the date of this Agreement and if there should be any material change, prior to
the Initial Closing, in such information or in any representation or warranty
made by the Subscriber herein, the Subscriber will immediately furnish such
revised or corrected information to the Fund.
1.17 The Subscriber hereby represents that the address or the
addresses of the Subscriber furnished by him on the signature page hereof is the
undersigned's principal residence if he is a natural person or its principal
business address or addresses if it is a corporation or other entity.
1.18 The representations, warranties, agreements, undertakings
and acknowledgements made by the Subscriber in this Agreement (the "Covered
Items") are made with the intent that they be relied upon by
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the Fund in determining the Subscriber's suitability as a purchaser of the
Shares, and shall survive any such purchase. The Subscriber recognizes that the
offer of the Shares to him was made in reliance upon his representations and
warranties and the acknowledgments and agreements set forth herein, and hereby
agrees to indemnify, to the extent of the Subscriber's undrawn Capital
Commitment and the Subscriber's interest in the Fund (which shall be the maximum
indemnification liability of the Subscriber for all purposes hereof), the Fund,
the Advisor and each of their respective Affiliates (as defined in the
Declaration), and to hold each of them harmless against, all liabilities, costs
or expenses (including reasonable attorneys' fees) arising as a result of the
sale or distribution of the Shares by the Subscriber in violation of the
registration requirements of the 1933 Act (or other applicable law) or any
material misrepresentation or material breach by the Subscriber of the Covered
Items.
2. REPRESENTATIONS BY, AND COVENANTS OF, THE ADVISOR AND THE FUND
2.1 As of the Initial Closing, the Advisor, and as of each
subsequent closing date, the date of notice of each call and the date of each
sale of Shares by the Fund (each, a "Subsequent Date"), the Advisor (but only to
the best of its knowledge insofar as the Fund is concerned) and the Fund (but
solely as to the Fund and not as to any Other Fund or as to the Advisor)
represent, warrant and, where applicable, covenant that (A) the Fund has been
duly organized, and is subsisting and in good standing, as a business trust
under the laws of the State of Delaware and has the requisite power and
authority to conduct its business as described in the Offering Documents and the
Declaration and (B) each of the Declaration, the Declaration of Trust of each of
the Other Funds, the Investment Advisory Agreement (the "Advisory Agreement") in
effect between the Fund and the Advisor, this Agreement, the subscription
agreements with respect to the Other Funds and any other documents executed and
delivered by the Fund, the Other Funds, their respective Trustees or the Advisor
in connection therewith or herewith have been duly authorized, executed and
delivered by such persons, and are the legal, valid and binding obligations of
such persons enforceable in accordance with their respective terms, except (i)
that such enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights and (ii) that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.
2.2 As of the Initial Closing and as of each Subsequent Date,
the Advisor represents, warrants and, where applicable, covenants that it has
been duly organized, and is subsisting and in good standing, under the laws of
the state of its organization and has the requisite power and authority to enter
into and perform its obligations under the Advisory Agreement.
2.3 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor and the Fund represent, warrant and, where
applicable, covenant that the Shares have been duly and validly authorized and,
when delivered and paid for in accordance with this Agreement, will be duly and
validly issued units of beneficial interest in the Fund and that the Subscriber
shall be entitled to all the benefits of a beneficial owner of the Fund under
the Declaration and the Delaware Act (as defined in the Declaration).
2.4 As of the Initial Closing, the Advisor represents and
warrants that the Fund is duly qualified to do business and is in good standing
in the State of New York and is not required by virtue of the conduct of its
business to be qualified as a foreign corporation in any other jurisdiction.
2.5 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor, to the extent within its control, and the Fund
represent, warrant and, where applicable, covenant that the Fund will use the
proceeds from the sale of the Shares solely to invest in the Trust and to pay
the Fund's expenses.
2.6 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor, to the extent within its control, and the Fund
represent, warrant and, where applicable, covenant that commencing on the
Initial Funding Date, the Fund will (i) be an investment company within the
meaning of the Investment Company Act of 1940 (the "1940 Act") and be registered
as such under the 1940 Act and (ii) qualify for and be entitled to receive the
special tax treatment afforded a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended. Without limiting the
generality of the foregoing, to the extent within the control of the Advisor,
commencing on the Initial Funding Date, the Fund will be deemed to have
outstanding
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securities (other than short-term paper) beneficially owned by more than 100
persons as determined in accordance with provisions of Section 3(c)(1) of the
1940 Act and the Fund will not be a company described in Sections 3(c)(5) and/or
3(c)(6) of the 1940 Act.
2.7 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor (to the best of its knowledge insofar as the Fund
and any Other Fund is concerned) and the Fund (but solely as to the Fund and not
as to any Other Fund or as to the Advisor), to the best of its knowledge,
represent, warrant and, where applicable, covenant that neither the Fund, any
Other Fund, nor the Advisor is in default (nor has any event occurred which with
notice, lapse of time, or both, would constitute a default) in the performance
of any obligation, agreement or condition contained in the Declaration or the
Declaration of Trust of the respective Other Fund, or in any indenture,
mortgage, deed of trust, credit agreement, note or other evidence of
indebtedness or any lease or other agreement or understanding, or any license,
permit, franchise or certificate, to which any such person is a party or by
which any thereof is bound or to which the properties of any thereof are
subject, nor is any such person in violation of any statute, regulation, law,
order, writ, injunction, judgment or decree to which it is subject, which
default or violation would materially adversely affect the business or financial
condition of such person or impair such person's ability to carry out its
obligations under this Agreement, any subscription agreement with respect to any
Other Fund, the Declaration or the Declaration of Trust of the respective Other
Fund, as the case may be, or impair the Advisor's ability to carry out its
obligations under the Advisory Agreement.
2.8 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor, and the Fund (but solely as to the Fund and not as
to any Other Fund or as to the Advisor), represent, warrant and, where
applicable, covenant that there is no litigation, investigation, or other
proceeding pending or, to the best of its or their knowledge, threatened against
the Fund, any Other Fund, the Advisor or any of their respective Affiliates
(excluding from such term solely for this purpose any investor in the Fund or in
any Other Fund other than the Advisor or its Affiliates) which, if adversely
determined, would materially adversely affect the business or financial
condition of the Fund, any Other Fund or the Advisor or the ability of such
person to carry out its obligations under this Agreement, any subscription
agreement with respect to any Other Fund, the Declaration or the Declaration of
Trust of the respective Other Fund, as the case may be, or impair the Advisor's
ability to carry out its obligations under the Advisory Agreement.
2.9 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor, to the best its knowledge, and the Fund, to the
best of its knowledge, represent, warrant and, where applicable, covenant that
neither the Fund nor any person acting on its behalf has taken any actions that
would subject the issuance and sale of the Shares to the registration and
prospectus delivery provisions of the 1933 Act.
2.10 As of the Initial Closing, the Advisor, and as of each
Subsequent Date occurring on or prior to March 31, 1995, the Advisor, and the
Fund, represent, warrant and, where applicable, covenant that the Offering
Documents do not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements contained
therein not misleading in light of the circumstances under which they are or
were made.
2.11 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor and the Fund represent, warrant and, where
applicable, covenant, that the terms and rights offered to investors that enter
into subscription agreements with the Fund on any date after the Initial Closing
will be no more favorable than those offered to the Fund's subscribers as of the
Initial Closing, and the terms and rights offered to investors that enter into
subscription agreements with any Other Fund on any date after the Initial
Closing will be no more favorable than those offered to such Other Fund's
subscribers as of the Initial Closing.
2.12 As of the Initial Closing and as of each Subsequent Date,
the Advisor represents, warrants and, where applicable, covenants that the
Subscriber has been provided true, complete and correct copies or forms of all
letters, agreements, undertakings and other documents by and among the Fund or
any Other Fund or the Advisor or an Affiliate thereof relative to any such
person's purchase of shares of the Fund or any Other Fund or any terms,
conditions, operations, obligations or other understandings affecting the Fund
or such Other Fund.
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2.13 As of the Initial Closing and as of each Subsequent Date,
the Advisor represents, warrants and, where applicable, covenants that the
Advisor will reimburse the Trust, BlackRock Capital Finance, the Fund and the
Other Funds for, or cause to be paid on behalf of the Trust, BlackRock Capital
Finance, the Fund and the Other Funds, each such entity's allocable share of the
aggregate offering and organizational expenses of the Trust, BlackRock Capital
Finance, the Fund and the Other Funds in excess of $750,000.
2.14 The Advisor and/or the Fund, as case may be, acknowledges
that the representations, warranties and covenants made by the Advisor and/or
the Fund, as the case may be, are made with the intent that they be relied upon
by the Subscriber in committing to purchase and in purchasing Shares and shall
survive any such purchase and that the commitment to purchase, and each purchase
of, Shares by the Subscriber was and will be made in reliance upon the
representations, warranties and covenants set forth herein. To the extent such
representations, warranties and covenants are made by the Advisor and the Fund,
they are made jointly and severally: provided, however, that if the Subscriber
brings action against only the Fund or only the Advisor, the defending party may
implead or seek contribution from the other and the other will, in addition to
any liability or contribution imposed, be liable to the defending party for the
incremental costs incurred by the defending party in connection with such
impleader or contribution proceeding if (a) the other is found to be responsible
for 25% or more of the aggregate recovery, (b) the other is found to be
responsible for $1,250,000 or more or (c) the defending party is found to be not
responsible for any amount and the other is found to be responsible for some
amount. The Advisor hereby agrees to indemnify, to the extent of the dollar
amount of the Subscriber's Capital Commitment (which shall be the maximum
indemnification liability of the Advisor for all purposes hereof), the
Subscriber and any Affiliates, and to hold each of them harmless against
liabilities, costs or expenses (including reasonable attorneys' fees) arising as
a result of the sale or distribution of the Shares by the Fund or the Advisor
(or any Affiliate of the Advisor) in violation of the registration requirements
of the 1933 Act (or other applicable law) or any material misrepresentation or
material breach by the Advisor of its representations, warranties and covenants
made herein.
3. Closing Conditions
3.1 The Subscriber's obligations hereunder are subject to the
fulfillment (or waiver by the Subscriber), prior to or at the time of the
Initial Closing, of the following conditions:
(a) The representations and warranties set forth herein on
the part of the Advisor shall be true and correct as if made on and as of the
time of the Initial Closing.
(b) The Initial Closing shall have occurred not later than
March 31, 1995; the Total Trust Commitments at the time of the Initial Closing
shall be at least $200 million and such Total Trust Commitments shall include a
capital commitment on the part of the Advisor (either directly or through one or
more affiliates) to one or more of the Fund and the Other Funds in an aggregate
amount equal to the lesser of 5% of such Total Trust Commitments and $27
million.
(c) The certificate of trust with respect to the Fund shall
have been duly filed in the Office of the Secretary of State of the State of
Delaware.
(d) The Advisor shall have executed and delivered to the
Subscriber a certificate satisfactory in form and substance to the Subscriber
certifying the fulfillment of the conditions specified in clauses (a) through
(c) above.
(e) The Subscriber shall have received opinions dated the
date of the Initial Closing from Skadden, Arps, Slate, Meagher & Flom in
substantially the form attached hereto as Schedule 1.
3.2 If at the Initial Closing the Advisor fails to tender to the
Subscriber the documents specified herein which are required to be delivered to
the Subscriber at the Initial Closing or if any of the conditions specified in
Section 3.1 above shall not have been fulfilled, the Subscriber shall, at its
election, be relieved of all further obligations under this Agreement.
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4. MISCELLANEOUS
4.1 Any notice or other communication given hereunder shall be
deemed sufficient if in writing and sent by facsimile with written confirmation
of receipt and a copy of the notice sent by overnight courier, or if delivered
by hand against written receipt therefor, addressed to BlackRock Fund Investors
II, c/o BFM Advisory L.P., 345 Park Avenue, New York, New York 10154, Attention:
Ralph L. Schlosstein, President (Fax: 212-754-8760), BlackRock Financial
Management L.P., 345 Park Avenue, New York, New York 10154, Attention: Ralph L.
Schlosstein, President, (Fax: 212-754-8760) or to the Subscriber at his address
or facsimile number indicated on the signature page of this Agreement, or in
either case such other person, address or facsimile number as shall have been
given by notice to the other party. Notices shall be deemed to have been given
on the date sent or delivered by hand in accordance with the provisions of this
Section 4.1.
4.2 This Agreement shall not be changed, modified or amended
except by a writing signed by the parties hereto, and this Agreement may not be
discharged except by performance in accordance with its terms or by a writing
signed by such parties.
4.3 This Agreement shall be binding upon and inure to the
benefit of the parties hereto and to their respective heirs, legal
representatives, successors and assigns. This Agreement and any other agreements
referred to herein sets forth the entire agreement and understanding between the
parties as to the subject matter thereof and merges and supersedes all prior
discussions, agreements and understandings of any and every nature among them
with respect to such subject matter. This Agreement may not be assigned without
the prior written consent of each party hereto or the successor to substantially
all of the business of any such person.
4.4 Upon the execution and delivery of this Agreement by the
Subscriber, this Agreement shall become a binding obligation of the Subscriber
with respect to the purchase of Shares as herein provided and shall survive
insolvency, merger, consolidation, share exchange, sale of assets and the death
or disability of the Subscriber; provided, however, if within 14 days of the
Fund's acknowledged receipt of the Subscription Agreement, the Subscription
Agreement is not accepted by the Fund and the Advisor and an accepted copy is
not delivered to the Subscriber, the Subscription Agreement shall be of no
further force and effect unless the Subscriber agrees in writing to an extension
of such 14 day period.
4.5 Notwithstanding the place where this Agreement may be
executed by any of the parties hereto, the parties expressly agree that all the
terms and provisions hereof shall be construed in accordance with and governed
by the laws of the State of New York, without regard to principles of conflicts
of law.
4.6 The holding of any provision of this Agreement to be invalid
or unenforceable by a court of competent jurisdiction shall not affect any other
provision of this Agreement, which shall remain in full force and effect.
4.7 It is agreed that a waiver by either party of a breach of
any provision of this Agreement shall not operate, or be construed, as a waiver
of any subsequent breach by that same party.
4.8 This Agreement may be executed in one or more counterparts
each of which shall be deemed an original, but all of which shall together
constitute one and the same instrument.
5. NOTICE TO CERTAIN STATE RESIDENTS
5.1 In making an investment decision investors must rely on
their own examination of the issuer and the terms of the offering, including the
merits and risks involved. These securities have not been recommended by any
federal or state securities commission or regulatory authority in any
jurisdiction. Furthermore the foregoing authorities have not confirmed the
accuracy or determined the adequacy of this document. Any representation to the
contrary is a criminal offense.
5.2 These securities are subject to restrictions on
transferability and resale and may not be transferred or resold except as
permitted under the 1933 Act, as amended, and the applicable state securities
laws,
7
<PAGE>
pursuant to registration or exemption therefrom. Investors should be aware that
they will be required to bear the financial risks of this investment.
5.3 The Attorney General of the State of New York has not passed
on or endorsed the merits of this offering. Any representation to the contrary
is unlawful.
5.4 FLORIDA RESIDENTS: Where sales are made to five or more
persons in Florida (excluding certain institutional purchasers described in
section 517.061(7) of the Florida Securities and Investor Protection Act) (the
"Act"), any such sale made pursuant to section 517.061(11) of the Act shall be
voidable by the purchaser either within three days after the first tender of
consideration is made by such purchaser to the issuer, or an agent of the
issuer, or an escrow agent or within three days after the availability of that
privilege is communicated to such purchaser, whichever occurs later.
5.5 NEW HAMPSHIRE RESIDENTS: Neither the fact that a
registration statement or an application for license has been filed under
Chapter 421-B with the State of New Hampshire nor the fact that a security is
effectively registered or a person is licensed in the State of New Hampshire
constitutes a finding by the Secretary of State that any document filed under
RSA 421-B is true, complete and not misleading. Neither any such fact nor the
fact that an exemption or exception is available for a security or a transaction
means that the Secretary of State has passed in any way upon the merits or
qualification of, or recommended or given approval to, any person, security or
transaction. It is unlawful to make, or cause to be made, to any prospective
purchaser, customer or client any representation inconsistent with the
provisions of this paragraph.
5.6 PENNSYLVANIA RESIDENTS: If a purchaser is a resident of the
Commonwealth of Pennsylvania, he acknowledges and agrees that (a) the securities
purchased by such purchaser cannot be sold for a period of twelve (12) months
from the date of purchase, except as permitted under section 204.011 of the
Pennsylvania Securities Regulations, and (b) pursuant to section 207(M) of the
Pennsylvania Securities Act, each Pennsylvania resident who accepts an offer to
purchase securities exempted from registration under section 203(D) of the
Pennsylvania Securities Act directly from an issuer or an affiliate of an issuer
has the right to withdraw his acceptance without incurring any liability to the
seller, underwriter, if any, or any other person within two (2) business days
from the date of receipt by the issuer of his written binding contract of
purchase or, in the case of a transaction in which there is no written binding
contract of purchase, within two (2) business days after he makes the initial
payment for the securities being offered.
8
<PAGE>
6. CONFIDENTIAL INVESTOR QUESTIONNAIRE
The Subscriber represents and warrants that he, she or it comes within
each category marked below, and that for any category marked, he or she has
truthfully set forth the factual basis or reason the Subscriber comes within
that category. ALL INFORMATION IN RESPONSE TO THIS PARAGRAPH WILL BE KEPT
STRICTLY CONFIDENTIAL. The undersigned agrees to furnish such additional
information as is reasonably necessary in order for the Fund or the Advisor to
verify the answers set forth below.
Please mark each applicable box
/ / a. The undersigned is an individual (not a partnership, corporation,
etc.) whose individual net worth, or joint net worth with his or
her spouse, presently exceeds $ 1,000,000.
EXPLANATION. In calculating net worth you may include
equity in personal property and real estate, including your
principal residence, cash, short-term investments, stock and
securities. Equity in personal property and real estate
should be based on the appraised fair market value of such
property less debt secured by such property.
/ / b. The undersigned is an individual (not a partnership, corporation,
etc.) who had an income in excess of $200,000 in each of the two
most recent years, or joint income with their spouse in excess of
$300,000 in each of those years (in each case including foreign
income, tax exempt income and full amount of capital gains and
losses but excluding any income of other family members and any
unrealized capital appreciation) and has a reasonable expectation
of reaching the same income level in the current year.
/ / c. The undersigned is a director or executive officer of the Fund
which is issuing and selling the Shares.
/ / d. The undersigned is a bank; a savings and loan association,
insurance company, registered investment company; registered
business development company; licensed small business investment
company ("SBIC"); a plan established and maintained by a state,
its political subdivisions, or any agency or instrumentality of a
state or its political subdivisions, for the benefit of its
employees, if such plan has total assets in excess of $5,000,000;
or an employee benefit plan within the meaning of Title 1 of ERISA
and (a) the investment decision is made by a plan fiduciary which
is either a bank, savings and loan association, insurance company
or registered investment advisor, or (b) the plan has total assets
in excess of $5,000,000 or is a self directed plan with investment
decisions made solely by persons that are accredited investors.
General Electric Pension Trust, the sole shareholder of
-------------------------------------------------------------------
B. Rock, Inc., the subscriber, is an employee benefit plan
------------------------------------------------------------------
(describe entity)
within the meaning of Title I of ERISA, with total assets in
in excess of $5,000,000.
9
<PAGE>
/ / e. The undersigned is a business development company as defined in
section 202(a)(22) of the Investment Advisors Act of 1940;
------------------------------------------------------------------
------------------------------------------------------------------
(describe entity)
/ / f. The undersigned is a corporation, partnership, Massachusetts or
other business trust, or a non-profit organization within the
meaning of Section 501 (c)(3) of the Internal Revenue Code, in
each case not formed for the specific purpose of acquiring the
Shares and with total assets in excess of $5,000,000;
------------------------------------------------------------------
------------------------------------------------------------------
(describe entity)
/ / g. The undersigned is a trust with total assets in excess of
$5,000,000, not formed for the specific purpose of acquiring the
Shares, where the purchase is directed by a "sophisticated person"
as defined in Regulation 506(b)(2)(ii). Such "sophisticated
person" has the knowledge and experience in financial and business
matters to capably evaluate the merits and risks of the
prospective investment.
/X/ h. The undersigned is an entity all the equity owners of which are
"accredited investors" within one or more of the above categories.
IF RELYING UPON THIS CATEGORY ALONE, EACH EQUITY OWNER MUST
COMPLETE AND SIGN A SEPARATE COPY OF THIS CONFIDENTIAL INVESTOR
QUESTIONNAIRE.
The subscriber, B. Rock, Inc., is a Delaware corporation.
------------------------------------------------------------------
------------------------------------------------------------------
(describe entity)
/ / i. The undersigned is not within any of the categories above and is
therefore a nonaccredited investor.
/ / j. The undersigned is (i) an individual or company whose subscription
is for at least $500,000 or (ii) an individual or company whose
net worth at the time of entering into such person's or company's
subscription agreement is at least $1,000,000. For this purpose,
the term "company" generally means a corporation, partnership,
association, joint-stock company, trust, or any organized group of
persons (which may include a contractual arrangement), whether
incorporated or not, or any receiver, trustee in bankruptcy or
liquidating agent for any of the foregoing. However, the term
"company" does not include a registered investment company, a
business development company as
10
<PAGE>
defined in Section 202(a)(22) of the Investment Advisors Act of
1940 (which would include a registered business development
company) or any "company" which would be required to register as
an investment company except by virtue of the operation of Section
3(c)(1) of the Investment Company Act of 1940 unless each of such
company's equity holders satisfies the requirements of clause (i)
or (ii) above (taking into account the definition of company used
in such clauses).
THE UNDERSIGNED IS INFORMED OF THE SIGNIFICANCE OF THE FOREGOING
REPRESENTATIONS, AND THEY ARE MADE WITH THE INTENTION THAT THE FUND WILL RELY ON
THEM.
7. MANNER IN WHICH TITLE TO BE HELD (check one)
a. / / Individual Ownership*
b. / / Community Property
c. / / Joint Tenant with Right of Survivorship (both parties must sign)
d. / / Partnership*
e. / / Tenants in Common
f. /x/ Corporation*
g. / / Trust*
h. / / Other
* If Shares are being subscribed for by any person other than a natural
person, please complete Exhibit A, B or C, as applicable, which are attached.
If Shares are being subscribed for by an individual, please complete Exhibit D,
which is attached.
11
<PAGE>
Capital Commitment (please fill in (a) or (b) below): THE MINIMUM CAPITAL
COMMITMENT IS THE LESSER OF (X) $50 MILLION OR (Y) 8.33% OF THE MAXIMUM
COMMITMENTS.
(a) $ million
-----------------
(b) 10% of the aggregate Capital Commitments of the Trust,
-------
subject to a maximum of $60 million
-----------------
B. ROCK, INC.
-------------------------------------------------------
Name(s) Exactly as to Appear on Stock Register
B. ROCK, INC. GENERAL ELECTRIC PENSION TRUST,
solely for the purpose of
acknowledging Paragraph 6(d)
By: /s/ Philip A. Riordan By: /s/ Dale F. Frey
- ---------------------------------------- ------------------------------
Signature Signature (if purchasing jointly)
Philip A. Riordan, President Dale F. Frey , as trustee
- ---------------------------------------- ----------------------------------
Name Typed or Printed Name Typed or Printed
3003 Summer Street 3003 Summer Street
- ----------------------------------- ----------------------------------
Residence Address Residence Address
P.O. Box 7900, Stamford Square P.O. Box 7900, Stamford Square
- ---------------------------------------- ----------------------------------
Stamford, Connecticut 06905 Stamford, Connecticut 06905
- ---------------------------------------- ----------------------------------
City. State and Zip Code City, State and Zip Code
(203) 326-2346 (203) 326-2300
- ---------------------------------------- ----------------------------------
Telephone Telephone
(203) 326-4169 Not Applicable
- ---------------------------------------- ----------------------------------
Facsimile Number Facsimile Number
Applied For Not Applicable
- ---------------------------------------- ----------------------------------
Tax Identification or Social Tax Identification or Social
Security Number Security Number
Dated: January 13 , 1995 Dated: January 13 , 1995
------------- - ------------- -
This Subscription Agreement is agreed to and
accepted as of January __, 1995
BlackRock Fund Investors II
By:
-----------------------------------
Name: Wesley R. Edens
Title: Chief Operating Officer
BlackRock Financial Management L.P.
By:
-----------------------------------
Name: Ralph L. Schlosstein
Title: President
12
<PAGE>
EXHIBIT A
CERTIFICATE OF PARTNERSHIP INVESTOR
CERTIFICATE OF (the "Partnership")
----------------------------------------------------------------
(Name of Partnership)
The undersigned, constituting all of the partners of the Partnership who
must consent to the proposed investment by the Partnership hereby certify as
follows:
1. That the Partnership commenced business on ____________ and was
established pursuant to a Partnership Agreement dated ____________ (the
"Agreement").
2. That, as the partners or managing or general partner or partners
of the Partnership, we have the authority to determine, and have determined, (i)
that the investment in, and the purchase of an interest in BlackRock Fund
Investors II is of benefit to the Partnership and (ii) to make such investment
on behalf of the Partnership.
3. That _____________________ is authorized to execute all necessary
documents in connection with our investment in ___________________.
IN WITNESS WHEREOF, we have executed this certificate as the partners of
the Partnership this __ day of ____________, 199_, and declare that it is
truthful and correct.
________________________________
(Name of Partnership)
By:_______________________________
Partner
By:_______________________________
Partner
By:_______________________________
Partner
13
<PAGE>
EXHIBIT B
CERTIFICATE OF CORPORATE INVESTOR
CERTIFICATE OF (the "Corporation")
---------------------------------------------------------------
(Name of Corporation)
The undersigned, being the duly elected and acting Secretary or Assistant
Secretary of the Corporation, hereby certifies as follows:
1. That the Corporation commenced business on and was incorporated
under the laws of the State of ____________ on ____________.
2. That the following named individuals are duly elected officers of
the Corporation, who hold the offices set opposite their respective names
and who are duly authorized to execute any and all documents in connection
with the Corporation's investment in ______________________, and that the
signatures written opposite their names and titles are their correct and
genuine signatures.
Name Title Signature
---------------- --------------- ---------------
---------------- --------------- ---------------
---------------- --------------- ---------------
IN WITNESS WHEREOF, I have executed this certificate and affixed the seal
of the Corporation this ___ day of _____________, 199_, and declared that it is
truthful and correct.
[SEAL] _________________________________
(Name of Corporation)
By:
______________________________
Name:
Title:
14
<PAGE>
EXHIBIT C
CERTIFICATE OF TRUST INVESTOR
CERTIFICATE OF (the "Trust")
--------------------------------------------------------------
(Name of Trust or Custodial Relationship)
The undersigned, constituting the Custodian or all of the Trustees of the
Trust, hereby certify as follows:
1. That the Trust was established pursuant to a Trust Agreement dated
______________ (the "Agreement").
2. That the undersigned is authorized to execute, on behalf of the Trust,
any and all documents in connection with the Trust's investment in the Fund.
IN WITNESS WHEREOF, I have executed this certificate as an officer or
Trustee of the Trust authorized to execute this certificate this __ day of ____
, 199_, and declare that it is truthful and correct.
-------------------------------------------------
(Name of Trust or Custodial Relationship)
By:
---------------------------------------------
Name:
Title:
15
<PAGE>
EXHIBIT D
CERTIFICATE OF INDIVIDUAL
CERTIFICATE OF (the "Individual")
-----------------------------------------------------------------
(Name of Individual)
The undersigned hereby certifies as follows:
1. The Individual (if not using a Purchaser Representative) has such
knowledge and experience in financial and business matters that he is capable of
evaluating the merits and risks of investing in the Shares. The aggregate
amount of the investments of the Individual in, and his commitments to, all
similar investments that are illiquid is reasonable in relation to his net
worth.
2. That the undersigned is authorized to execute on behalf of the
Individual, any and all documents in connection with the Individual's investment
in the Fund, if applicable.
IN WITNESS WHEREOF, the undersigned has executed this certificate this ___
____ day of ____________ , 199 , and declared that it is truthful and correct.
____________________________________________
(Name of Individual)
By:_________________________________________
Name:
Title:
16
<PAGE>
EXHIBIT 10.2
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT (this "Agreement") made as of this ________ day of
________, 1995 among BlackRock Asset Investors, a Delaware business trust, with
its principal offices at 345 Park Avenue, New York, New York 10154 (the
"Trust"), BlackRock Financial Management L.P., a Delaware limited partnership
with its principal offices at 345 Park Avenue, New York, New York 10154 (the
"Advisor") and the undersigned, BlackRock Fund Investors __ , a Delaware
business trust (the "Subscriber").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Trust is authorized to issue an aggregate of up to
200,000,000 shares of beneficial interest, par value $.01 per share, of the
Trust (the "Shares"), upon the terms and subject to the conditions hereinafter
set forth, and the Subscriber desires to irrevocably commit, upon the terms and
subject to the conditions hereinafter set forth, to purchase up to a specified
aggregate dollar amount of Shares ("Capital Commitment") as set forth on the
signature page hereof;
NOW, THEREFORE, for and in consideration of the premises and the
mutual representations and covenants hereinafter set forth, the parties hereto
do hereby agree as follows:
1. SUBSCRIPTION FOR SHARES AND REPRESENTATIONS AND AGREEMENTS OF SUBSCRIBER
1.1 The Subscriber hereby acknowledges that (a) it was organized
solely for the purpose of investing in the Trust; and (b) by executing this
Agreement, the Subscriber irrevocably commits, upon the terms and subject to the
conditions hereinafter set forth, to purchase up to the aggregate amount (net of
cash distributions of capital from the Trust to the Subscriber) of Shares of the
Trust as set forth upon the signature page hereof.
1.2 The initial closing is expected to occur on or about January
6, 1995 (the "Initial Closing"), although the Initial Closing may occur on any
date, prior to March 31, 1995, after which at least $200 million of total
capital commitments ("Total Trust Commitments") have been secured from all
investors in the Trust. Subsequent closings may be held on or before March 31,
1995.
1.3 As summarized in the Confidential Private Placement
Memorandum dated December 21, 1994 (the "Memorandum"), pursuant to and subject
to all of the terms of the Trust's Declaration of Trust, as amended from time to
time (the "Declaration"), and the Subscriber's Declaration of Trust, as amended
from time to time (the "Subscriber's Declaration"), under certain circumstances
following a Trigger Notification Date (as defined in the Declaration), each
shareholder of the Subscriber will be given the right to cancel its unfunded
Capital Commitment (as defined in the Subscriber's Declaration) and, if so
approved by holders of a majority of the Trust's shares, all unfunded Capital
Commitments will be cancelled and, if so approved, the Trust and each investment
company investing in the Trust (each a "Fund" and collectively, the "Funds")
will terminate and promptly wind up their affairs. In addition, pursuant to and
subject to all of the terms of the Declaration, all unfunded Capital Commitments
will be cancelled and the Trust and each Fund will terminate and promptly wind
up their affairs at any time if so approved by holders of 75% of the Trust's
shares. Subject to the foregoing, the period during which the Capital
Commitment may be drawn down by the Trust (the "Commitment Period") will
<PAGE>
expire on the third anniversary of the Initial Closing; provided, however, that
the Advisor, upon approval by holders of a majority of the outstanding shares of
beneficial interest of the Trust, may extend the Commitment Period for up to one
additional year if (i) at least 50% of the Total Trust Commitments have been
drawn down and invested prior to such expiration date and (ii) the Advisor
determines, in its reasonable judgment, that sufficient opportunities exist to
deploy the unused Total Trust Commitments during the extension period.
1.4 Undrawn Capital Commitments by the Subscriber and each other
Fund may be called by the Trust during the Commitment Period in any amount not
less than $10 million in the aggregate; provided that each such capital call to
the Subscriber and the Funds shall be expressed as a pro rata percentage of the
Subscriber's and each Fund's undrawn Capital Commitment to the Trust.
1.5 In order to make a capital call on the Subscriber, the Trust
must provide at least 14 days prior written notice of the amount of the call
(both as a percentage of the unpaid portion of the Subscriber's Capital
Commitment and as a dollar amount) and the date (no sooner than 14 days
following the capital call) on which immediately available funds must be
received by the Trust. Upon receipt of funds pursuant to a call, the Trust will
issue in the name of and for the account of the Subscriber that number of full
and fractional Shares having an aggregate net asset value equal to the amount of
the capital call from the Subscriber as determined by the Trust at any time
within 48 hours, excluding Saturdays, Sundays and holidays on which banks in the
City of New York or the New York Stock Exchange are not open for business, prior
to the date of such issuance. Upon the Subscriber's payment to the Trust
pursuant to a capital call, the Subscriber's undrawn Capital Commitment shall be
reduced by the amount of such payment; provided, however, that the Subscriber's
undrawn Capital Commitment shall be increased (but not in excess of the original
amount) by any cash distributions of capital from the Trust to the Subscriber
during the Commitment Period. At or prior to the date of each capital call, the
Trust will advise the Subscriber of the total amount of such Subscriber's
undrawn Capital Commitment, together with details of any return of capital
subsequent to the previous capital call. If the Subscriber does not receive
from one or more of its subscribers the entire amount of the capital call made
by the Subscriber in order to satisfy the Trust's capital call, the Subscriber
will reduce its payment to the Trust accordingly and will not borrow funds or
use funds on hand to satisfy the missing portion of the Trust's capital call.
1.6 If the Subscriber fails to pay the full amount of a capital
call by the date specified in the notice, the Trust will send a second notice of
such call. If the Subscriber fails to pay the full amount of such capital call
in immediately available funds on or prior to 5:30 p.m. on the 14th day (the
"Default Date") after the date of such second notice, the Trust shall be
entitled at any time prior to the 120th day after the Default Date to
repurchase, retire and cancel the same number of its Shares from the Subscriber
as the number of shares of the Subscriber previously repurchased by the
Subscriber pursuant to a parallel repurchase right, at a price per Share equal
to the price per share of the Subscriber paid by the Subscriber. Other than as
set forth in this Section 1.6, the Trust shall not purchase, redeem or otherwise
acquire its Shares.
1.7 If this Agreement is accepted by the Trust after the date on
which the Trust receives funds in satisfaction of its first capital call (the
"Initial Funding Date"), the Trust will specify in such acceptance, and the
Trust will specify in a written notice to each other subscriber that has a
Capital Commitment expressed as a percentage of the Total Trust Commitments, the
amount that the new Subscriber and each such percentage subscriber,
respectively, shall pay in immediately available funds within 14 days after such
acceptance or notice, which amount shall be sufficient to permit all future
capital calls to be made on a pro rata basis; provided that the Trust will
accept new or additional subscriptions no more frequently than biweekly after
the Initial Funding Date. Payments due will not be treated as capital calls
subject to the minimum as set forth in Section 1.4.
1.8 The Subscriber understands and acknowledges (i) that the
Subscriber must bear the economic risk of his investment in the Shares; (ii)
that the Shares have not been registered under the Securities Act of 1933 (the
"1933 Act") or any state or foreign securities laws, that the Trust has no
intention of doing so and that the Subscriber has no right to require it to do
so and that therefore such Shares cannot be resold or transferred unless they
are subsequently registered under the 1933 Act and applicable state laws or
unless an exemption from such registration is available; (iii) that the
Subscriber is purchasing the Shares for investment
2
<PAGE>
purposes only for the account of the Subscriber and not with any view toward a
distribution thereof; (iv) that the Subscriber has no contract, undertaking,
agreement or arrangement with any person to sell, transfer or pledge to such
person or anyone else any of the Shares which the Subscriber hereby subscribes
to purchase or any part thereof or interest therein, and the Subscriber has no
present plans to enter into any such contract, undertaking, agreement or
arrangement; (v) that the Subscriber understands that, except as otherwise
provided in the Declaration, the Shares cannot be transferred without the prior
written consent of the Trust; (vi) that there will be no public market for the
Shares; (vii) that any disposition of the Shares or any interest therein may
result in unfavorable tax consequences to the Subscriber; and (viii) that this
Agreement represents an interest in Shares and is subject to the foregoing to
the same extent as the Shares.
1.9 The Subscriber recognizes that the purchase of Shares
involves a high degree of risk in that (i) the Trust has no operating history;
(ii) an investment in the Trust is highly speculative, and only investors who
can afford the loss of their entire investment should consider investing in the
Trust and the Shares; (iii) the Subscriber may not be able to dispose of his
investment; (iv) transferability of the Shares is extremely limited and (v) in
the event of a disposition, the Subscriber could sustain the loss of his entire
investment.
1.10 The Subscriber represents that it is an "accredited
investor" as such term is defined in Rule 501 of Regulation D promulgated under
the 1933 Act, as indicated by the responses to the questions contained in
Section 6 hereof.
1.11 The Subscriber hereby represents that he has been afforded
the opportunity to ask questions of and obtain additional information concerning
the terms and conditions of the offering of the Shares or to verify the
information contained in the Confidential Private Placement Memorandum dated
December 21, 1994, as supplemented from time to time, and the appendices thereto
(collectively, the "Offering Documents") or otherwise relative to the Trust, to
the extent that the officers and representatives of the Trust possess such
information or can acquire it without unreasonable effort or expense. All such
questions if asked have been answered satisfactorily and all such information
provided has been found to be fully satisfactory.
1.12 The Subscriber hereby represents that the Subscriber has
received, reviewed carefully and understands fully the Offering Documents. The
Subscriber has evaluated the risks of investing in the Shares, and has
determined that the Shares are a suitable investment for the Subscriber. The
Subscriber can bear the economic risk of this investment and can afford a
complete loss of his investment. In evaluating the suitability of an investment
in the Shares, the Subscriber has not relied upon any representations or other
information (whether oral or written) other than as set forth in the Offering
Documents, and independent investigations made by the Subscriber or
representative(s) of the Subscriber or the investors in the Subscriber.
1.13 The Subscriber hereby acknowledges that the offering of the
Shares has not been reviewed, endorsed or recommended by the United States
Securities and Exchange Commission (the "Commission") or any state or foreign
regulatory authority and that no federal, state or foreign authority has made
any finding or determination as to the fairness of the offering of the Shares.
1.14 The Subscriber understands that there is no market for the
Shares and that no market is expected to develop for the Shares. The Subscriber
hereby agrees that it will not dispose of an interest in this Agreement or any
of the Shares purchased pursuant hereto (including by way of sale, transfer,
assignment, pledge, hypothecation or any other means) other than in accordance
with the provisions set forth in the Declaration (which provisions are
summarized in the Memorandum).
1.15 Any information which the Subscriber has furnished to the
Trust in Section 6 or on the signature page hereof, is correct and complete as
of the date of this Agreement and if there should be any material change prior
to the Initial Closing in such information or in any representation or warranty
made by the Subscriber herein, the Subscriber will immediately furnish such
revised or corrected information to the Trust.
3
<PAGE>
1.16 The Subscriber hereby represents that the address or the
addresses of the Subscriber furnished by him on the signature page hereof is the
undersigned's principal residence if he is a natural person or its principal
business address or addresses if it is a corporation or other entity.
1.17 The representations, warranties, agreements, undertakings
and acknowledgements made by the Subscriber in this Agreement (the "Covered
Items") are made with the intent that they be relied upon by the Trust in
determining the Subscriber's suitability as a purchaser of the Shares, and shall
survive any such purchase. The Subscriber recognizes that the offer of the
Shares to him was made in reliance upon his representations and warranties and
the acknowledgments and agreements set forth herein, and hereby agrees to
indemnify, to the extent of the Subscriber's undrawn Capital Commitment and the
Subscriber's interest in the Trust (which shall be the maximum indemnification
liability of the Subscriber for all purposes hereof), the Trust, the Advisor and
each of their respective Affiliates (as defined in the Declaration), and to hold
each of them harmless against, all liabilities, costs or expenses (including
reasonable attorneys' fees) arising as a result of the sale or distribution of
the Shares by the Subscriber in violation of the registration requirements of
the 1933 Act (or other applicable law) or any material misrepresentation or
material breach by the Subscriber of the Covered Items.
2. REPRESENTATIONS BY, AND COVENANTS OF, THE ADVISOR AND THE TRUST
2.1 As of the Initial Closing, the Advisor, and as of each
subsequent closing date, the date of notice of each call and the date of each
sale of Shares by the Trust (each, a "Subsequent Date"), the Advisor (but only
to the best of its knowledge insofar as the Trust is concerned) and the Trust
(but solely as to the Trust and the Funds other than the Subscriber and not as
to the Advisor) represent, warrant and, where applicable, covenant that (A) the
Trust has been duly organized, and is subsisting and in good standing, as a
business trust under the laws of the State of Delaware and has the requisite
power and authority to conduct its business as described in the Offering
Documents and the Declaration and (B) each of the Declaration, the Declaration
of Trust of each of the Funds, the Investment Advisory Agreement (the "Advisory
Agreement") in effect between the Trust and the Advisor, this Agreement, the
other subscription agreements with respect to the Trust and each Fund and any
other documents executed and delivered by the Trust, the Funds, their respective
Trustees or the Advisor in connection therewith or herewith have been duly
authorized, executed and delivered by such persons, and are the legal, valid and
binding obligations of such persons enforceable in accordance with their
respective terms, except (i) that such enforcement may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights and (ii) that the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
2.2 As of the Initial Closing and as of each Subsequent Date,
the Advisor represents, warrants and, where applicable, covenants that it has
been duly organized, and is subsisting and in good standing, under the laws of
the state of its organization and has the requisite power and authority to enter
into and perform its obligations under the Advisory Agreement.
2.3 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor and the Trust represent, warrant and, where
applicable, covenant that the Shares have been duly and validly authorized and,
when delivered and paid for in accordance with this Agreement, will be duly and
validly issued units of beneficial interest in the Trust and that the Subscriber
shall be entitled to all the benefits of a beneficial owner of the Trust under
the Declaration and the Delaware Act (as defined in the Declaration).
2.4 As of the Initial Closing, the Advisor represents and
warrants that the Trust is duly qualified to do business and is in good standing
in the State of New York and is not required by virtue of the conduct of its
business to be qualified as a foreign corporation in any other jurisdiction.
4
<PAGE>
2.5 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor, to the extent within its control, and the Trust
represent, warrant and, where applicable, covenant that the Trust will use the
proceeds from the sale of the Shares solely to invest in a manner consistent
with the Offering Documents and to pay the Trust's expenses.
2.6 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor, to the extent within its control, and the Trust
represent, warrant and, where applicable, covenant that commencing on the
Initial Funding Date, the Trust will (i) be an investment company within the
meaning of the Investment Company Act of 1940 (the "1940 Act") and be registered
as such under the 1940 Act and (ii) qualify for and be entitled to receive the
special tax treatment afforded a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended. Without limiting the
generality of the foregoing, to the extent within the control of the Advisor,
commencing on the Initial Funding Date, the Trust will have outstanding
securities (other than short-term paper) beneficially owned by more than 100
persons as determined in accordance with provisions of Section 3(c)(1) of the
1940 Act and the Trust will not be a company described in Sections 3(c)(5)
and/or 3(c)(6) of the 1940 Act.
2.7 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor (to the best of its knowledge insofar as the Trust
and any Fund is concerned) and the Trust (but solely as to the Trust and the
Funds other than the Subscriber and not as to the Advisor), to the best of its
knowledge, represent, warrant and, where applicable, covenant that neither the
Trust, any Fund, nor the Advisor is in default (nor has any event occurred which
with notice, lapse of time, or both, would constitute a default) in the
performance of any obligation, agreement or condition contained in the
Declaration or the Declaration of Trust of each respective Fund, or in any
indenture, mortgage, deed of trust, credit agreement, note or other evidence of
indebtedness or any lease or other agreement or understanding, or any license,
permit, franchise or certificate, to which any such person is a party or by
which any thereof is bound or to which the properties of any thereof are
subject, nor is any such person in violation of any statute, regulation, law,
order, writ, injunction, judgment or decree to which it is subject, which
default or violation would materially adversely affect the business or financial
condition of such person or impair such person's ability to carry out its
obligations under this Agreement, any subscription agreement with respect to any
Fund, the Declaration or the Declaration of Trust of each respective Fund, as
the case may be, or impair the Advisor's ability to carry out its obligations
under the Advisory Agreement.
2.8 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor, and the Trust (but solely as to the Trust and the
Funds other than the Subscriber and not as to the Advisor), represent, warrant
and, where applicable, covenant that there is no litigation, investigation, or
other proceeding pending or, to the best of its or their knowledge, threatened
against the Trust, each Fund, the Advisor or any of their respective Affiliates
(excluding from such term solely for this purpose any investor in the Trust or
in any Fund other than the Advisor or its Affiliates) which, if adversely
determined, would materially adversely affect the business or financial
condition of the Trust, each Fund or the Advisor or the ability of such person
to carry out its obligations under this Agreement, any subscription agreement
with respect to each Fund, the Declaration or the Declaration of Trust of each
Fund, as the case may be, or impair the Advisor's ability to carry out its
obligations under the Advisory Agreement.
2.9 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor, to the best its knowledge, and the Trust, to the
best of its knowledge, represent, warrant and, where applicable, covenant that
neither the Trust nor any person acting on its behalf has taken any actions that
would subject the issuance and sale of the Shares to the registration and
prospectus delivery provisions of the 1933 Act.
2.10 As of the Initial Closing, the Advisor, and as of each
Subsequent Date occurring on or prior to March 31, 1995, the Advisor, and the
Trust represent, warrant and, where applicable, covenant that the Offering
Documents do not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements contained
therein not misleading in light of the circumstances under which they are or
were made.
5
<PAGE>
2.11 As of the Initial Closing and as of each Subsequent Date,
the Advisor represents, warrants and, where applicable, covenants that the
Subscriber has been provided true, complete and correct copies or forms of all
letters, agreements, undertakings and other documents by and among the Trust or
the Advisor or an Affiliate thereof relative to any such person's purchase of
shares of the Trust or any terms, conditions, operations, obligations or other
understandings affecting such Trust.
2.12 As of the Initial Closing and as of each Subsequent Date,
the Advisor represents, warrants and, where applicable, covenants that the
Advisor will reimburse the Trust, BlackRock Capital Finance, and the Funds for,
or cause to be paid on behalf of the Trust, BlackRock Capital Finance and the
Funds, each such entity's allocable share of the aggregate offering and
organizational expenses of the Trust, BlackRock Capital Finance and the Funds in
excess of $750,000.
2.13 The Advisor and/or the Trust, as the case may be,
acknowledges that the representations, warranties and covenants made by the
Advisor and/or the Trust, as the case may be, are made with the intent that they
be relied upon by the Subscriber in committing to purchase and in purchasing
Shares and shall survive any such purchase and that the commitment to purchase,
and each purchase of, Shares by the Subscriber was and will be made in reliance
upon the representations, warranties and covenants set forth herein. To the
extent such representations, warranties and covenants are made by the Advisor
and the Trust, they are made jointly and severally: provided, however, that if
the Subscriber brings action against only the Trust or only the Advisor, the
defending party may implead or seek contribution from the other and the other
will, in addition to any liability or contribution imposed, be liable to the
defending party for the incremental costs incurred by the defending party in
connection with such impleader or contribution proceeding if (a) the other is
found to be responsible for 25% or more of the aggregate recovery, (b) the other
is found to be responsible for $1,250,000 or more or (c) the defending party is
found to be not responsible for any amount and the other is found to be
responsible for some amount. The Advisor hereby agrees to indemnify, to the
extent of the dollar amount of the Subscriber's Capital Commitment (which shall
be the maximum indemnification liability of the Advisor for all purposes
hereof), the Subscriber and any Affiliates, and to hold each of them harmless
against liabilities, costs or expenses (including reasonable attorneys' fees)
arising as a result of the sale or distribution of the Shares by the Trust or
the Advisor (or any Affiliate of the Advisor) in violation of the registration
requirements of the 1933 Act (or other applicable law) or any material
misrepresentation or material breach by the Advisor of its representations,
warranties and covenants made herein.
3. Closing Conditions
3.1 The Subscriber's obligations hereunder are subject to the
fulfillment (or waiver by the Subscriber), prior to or at the time of the
Initial Closing, of the following conditions:
(a) The representations and warranties set forth herein on
the part of the Advisor shall be true and correct as if made on and as of the
time of the Initial Closing.
(b) The Initial Closing shall have occurred not later than
March 31, 1995; the Total Trust Commitments at the time of the Initial Closing
shall be at least $200 million and the Total Trust Commitments shall include a
capital commitment on the part of the Advisor (either directly or through one or
more affiliates) to one or more of the Subscriber and the Funds in an aggregate
amount equal to the lesser of 5% of the Total Trust Commitments and $27 million.
(c) The certificate of trust with respect to the Trust
shall have been duly filed in the Office of the Secretary of State of the State
of Delaware.
(d) The Advisor shall have executed and delivered to the
Subscriber a certificate satisfactory in form and substance to the Subscriber
certifying the fulfillment of the conditions specified in clauses (a) through
(c) above.
6
<PAGE>
(e) The Subscriber shall have received opinions dated the
date of the Initial Closing from Skadden, Arps, Slate, Meagher & Flom in
substantially the form attached hereto as Schedule 1.
3.2 If at the Initial Closing the Advisor fails to tender to the
Subscriber the documents specified herein which are required to be delivered to
the Subscriber at the Initial Closing or if any of the conditions specified in
Section 3.1 above shall not have been fulfilled, the Subscriber shall, at its
election, be relieved of all further obligations under this Agreement.
4. MISCELLANEOUS
4.1 Any notice or other communication given hereunder shall be
deemed sufficient if in writing and sent by facsimile with written confirmation
of receipt and a copy of the notice sent by overnight courier or if delivered by
hand against written receipt therefor, addressed to BlackRock Asset Investors,
c/o BFM Advisory L.P., 345 Park Avenue, New York, New York 10154, Attention:
Ralph L. Schlosstein, President (Fax: 212-754-8760), BlackRock Financial
Management L.P., 345 Park Avenue, New York, New York 10154, Attention: Ralph L.
Schlosstein, President, (Fax: 212-754-8760) or to the Subscriber at his address
or facsimile number indicated on the signature page of this Agreement, or in
either case such other person or address as shall have been given by notice to
the other party. Notices shall be deemed to have been given on the date sent or
delivered by hand in accordance with the provisions set forth in this Section
4.1.
4.2 This Agreement shall not be changed, modified or amended
except by a writing signed by the parties hereto and approved by those persons
owning or committed to purchase shares issued or to be issued by the
Subscribers, and this Agreement may not be discharged except by performance in
accordance with its terms or by a writing signed by such parties and approved by
such persons.
4.3 This Agreement shall be binding upon and inure to the
benefit of the parties hereto and to their respective heirs, legal
representatives, successors and assigns. This Agreement and any other agreements
referred to herein sets forth the entire agreement and understanding between the
parties as to the subject matter thereof and merges and supersedes all prior
discussions, agreements and understandings of any and every nature among them
with respect to such subject matter. This Agreement may not be assigned without
the prior written consent of each party hereto or the successor to substantially
all of the business of any such person.
4.4 Upon the execution and delivery of this Agreement by the
Subscriber, this Agreement shall become a binding obligation of the Subscriber
with respect to the purchase of Shares as herein provided and shall survive the
insolvency, merger, consolidation, share exchange, sale of assets and the death
or disability of the Subscriber; provided, however, if within 14 days of the
Trust's acknowledged receipt of the Subscription Agreement, the Subscription
Agreement is not accepted by the Trust and the Advisor and an accepted copy is
not delivered to the Subscriber, the Subscription Agreement shall be of no
further force and effect unless the Subscriber agrees in writing to an extension
of such 14 day period.
4.5 Notwithstanding the place where this Agreement may be
executed by any of the parties hereto, the parties expressly agree that all the
terms and provisions hereof shall be construed in accordance with and governed
by the laws of the State of New York, without regard to principles of conflicts
of law.
4.6 The holding of any provision of this Agreement to be invalid
or unenforceable by a court of competent jurisdiction shall not affect any other
provision of this Agreement, which shall remain in full force and effect.
4.7 It is agreed that a waiver by either party of a breach of
any provision of this Agreement shall not operate, or be construed, as a waiver
of any subsequent breach by that same party.
7
<PAGE>
4.7 This Agreement may be executed in one or more counterparts
each of which shall be deemed an original, but all of which shall together
constitute one and the same instrument.
5. NOTICE TO CERTAIN STATE RESIDENTS
5.1 In making an investment decision investors must rely on
their own examination of the issuer and the terms of the offering, including the
merits and risks involved. These securities have not been recommended by any
federal or state securities commission or regulatory authority in any
jurisdiction. Furthermore the foregoing authorities have not confirmed the
accuracy or determined the adequacy of this document. Any representation to the
contrary is a criminal offense.
5.2 These securities are subject to restrictions on
transferability and resale and may not be transferred or resold except as
permitted under the 1933 Act, as amended, and the applicable state securities
laws, pursuant to registration or exemption therefrom. Investors should be
aware that they will be required to bear the financial risks of this investment.
5.3 The Attorney General of the State of New York has not passed
on or endorsed the merits of this offering. Any representation to the contrary
is unlawful.
5.4 FLORIDA RESIDENTS: Where sales are made to five or more
persons in Florida (excluding certain institutional purchasers described in
section 517.061(7) of the Florida Securities and Investor Protection Act) (the
"Act"), any such sale made pursuant to section 517.061(11) of the Act shall be
voidable by the purchaser either within three days after the first tender of
consideration is made by such purchaser to the issuer, or an agent of the
issuer, or an escrow agent or within three days after the availability of that
privilege is communicated to such purchaser, whichever occurs later.
5.5 NEW HAMPSHIRE RESIDENTS: Neither the fact that a
registration statement or an application for license has been filed under
Chapter 421-B with the State of New Hampshire nor the fact that a security is
effectively registered or a person is licensed in the State of New Hampshire
constitutes a finding by the Secretary of State that any document filed under
RSA 421-B is true, complete and not misleading. Neither any such fact nor the
fact that an exemption or exception is available for a security or a transaction
means that the Secretary of State has passed in any way upon the merits or
qualification of, or recommended or given approval to, any person, security or
transaction. It is unlawful to make, or cause to be made, to any prospective
purchaser, customer or client any representation inconsistent with the
provisions of this paragraph.
5.6 PENNSYLVANIA RESIDENTS: If a purchaser is a resident of the
Commonwealth of Pennsylvania, he acknowledges and agrees that (a) the securities
purchased by such purchaser cannot be sold for a period of twelve (12) months
from the date of purchase, except as permitted under section 204.011 of the
Pennsylvania Securities Regulations, and (b) pursuant to section 207(M) of the
Pennsylvania Securities Act, each Pennsylvania resident who accepts an offer to
purchase securities exempted from registration under section 203(D) of the
Pennsylvania Securities Act directly from an issuer or an affiliate of an issuer
has the right to withdraw his acceptance without incurring any liability to the
seller, underwriter, if any, or any other person within two (2) business days
from the date of receipt by the issuer of his written binding contract of
purchase or, in the case of a transaction in which there is no written binding
contract of purchase, within two (2) business days after he makes the initial
payment for the securities being offered.
8
<PAGE>
6. CONFIDENTIAL INVESTOR QUESTIONNAIRE
The Subscriber represents and warrants that the purchaser of the
Shares comes within each category marked below, and that for any category
marked, he or she has truthfully set forth the factual basis or reason the
Subscriber comes within that category. ALL INFORMATION IN RESPONSE TO THIS
PARAGRAPH WILL BE KEPT STRICTLY CONFIDENTIAL. The undersigned agrees to furnish
such additional information as is reasonably necessary in order for the Trust or
the Advisor to verify the answers set forth below.
Please mark each applicable box
/ / (a) The undersigned is an individual (not a partnership, corporation,
etc.) whose individual net worth, or joint net worth with his or
her spouse, presently exceeds $ 1,000,000.
EXPLANATION. In calculating net worth you may include
equity in personal property and real estate, including your
principal residence, cash, short-term investments, stock and
securities. Equity in personal property and real estate
should be based on the appraised fair market value of such
property less debt secured by such property.
/ / (b) The undersigned is an individual (not a partnership, corporation,
etc.) who had an income in excess of $200,000 in each of the two
most recent years, or joint income with their spouse in excess of
$300,000 in each of those years (in each case including foreign
income, tax exempt income and full amount of capital gains and
losses but excluding any income of other family members and any
unrealized capital appreciation) and has a reasonable expectation
of reaching the same income level in the current year.
/ / (c) The undersigned is a director or executive officer of the Trust
which is issuing and selling the Shares.
/ / (d) The undersigned is a bank; a savings and loan association,
insurance company, registered investment company; registered
business development company; licensed small business investment
company ("SBIC"); a plan established and maintained by a state,
its political subdivisions, on any agency on instrumentality of a
state or its political subdivisions, for the benefit of its
employees, if such plan has total assets in excess of $5,000,000;
or an employee benefit plan within the meaning of Title 1 of ERISA
and (a) the investment decision is made by a plan fiduciary which
is either a bank, savings and loan association, insurance company
or registered investment advisor, or (b) the plan has total assets
in excess of $5,000,000 or is a self directed plan with investment
decisions made solely by persons that are accredited investors.
------------------------------------------------------------------
------------------------------------------------------------------
(describe entity)
9
<PAGE>
/ / (e) The undersigned is a private business development company as
defined in section 202(a)(22) of the Investment Advisors Act of
1940;
------------------------------------------------------------------
------------------------------------------------------------------
(describe entity)
/ / (f) The undersigned is a corporation, partnership, Massachusetts or
other business trust, or a non-profit organization within the
meaning of Section 501 (c)(3) of the Internal Revenue Code, in
each case not formed for the specific purpose of acquiring the
Shares and with total assets in excess of $5,000,000;
------------------------------------------------------------------
------------------------------------------------------------------
(describe entity)
/ / (g) The undersigned is a trust with total assets in excess of
$5,000,000, not formed for the specific purpose of acquiring the
Shares, where the purchase is directed by a "sophisticated person"
as defined in Regulation 506(b)(2)(ii). Such "sophisticated
person" has the knowledge and experience in financial and business
matters to capably evaluate the merits and risks of the
prospective investment.
/ / (h) The undersigned is an entity all the equity owners of which are
"accredited investors" within one or more of the above categories.
------------------------------------------------------------------
------------------------------------------------------------------
(describe entity)
/ / (i) The undersigned is not within any of the categories above and is
therefore a nonaccredited investor.
/ / (j) The undersigned is (i) an individual or company whose subscription
is for at least $500,000 or (ii) an individual or company whose
net worth at the time of entering into such person's or company's
subscription agreement is at least $1,000,000. For this purpose,
the term "company" generally means a corporation, partnership,
association, joint-stock company, trust, or any organized group of
persons (which may include a contractual arrangement), whether
incorporated or not, or any receiver, trustee in bankruptcy or
liquidating agent for any of the foregoing. However, the term
"company" does not include a registered investment company, a
business development company as defined in Section 202(a)(22) of
the Investment Advisors Act of 1940 (which would include a
registered business development company) or any "company" which
would be required to register as an investment company except by
virtue of the operation of Section 3(c)(1) of the Investment
10
<PAGE>
Company Act of 1940 unless each of such company's equity holders
satisfies the requirements of clause (i) or (ii) above (taking
into account the definition of company used in such clauses).
THE UNDERSIGNED IS INFORMED OF THE SIGNIFICANCE OF THE FOREGOING
REPRESENTATIONS, AND THEY ARE MADE WITH THE INTENTION THAT THE TRUST WILL RELY
ON THEM.
7. MANNER IN WHICH TITLE TO BE HELD (check one)
a. / / Individual Ownership
b. / / Community Property
c. / / Joint Tenant with Right of Survivorship (both parties must sign)
d. / / Partnership*
e. / / Tenants in Common
f. / / Corporation*
g. / / Trust*
h. / / Other
* If Shares are being subscribed for by an entity other than an individual,
please complete Exhibit A, B or C, as applicable, which are attached.
11
<PAGE>
Capital Commitment (please fill in (a) and (b) below): THE MINIMUM CAPITAL
COMMITMENT IS THE LESSER OF (X) $5 MILLION OR (Y) 0.83% OF THE TRUST'S MAXIMUM
AMOUNT OF CAPITAL COMMITMENTS ($600 MILLION).
(a) $_____________ million
(b) ______________ % of the aggregate Capital Commitments of
the Trust, subject to a maximum of $_________ million
BlackRock Fund Investors I
---------------------------------------------------------
Name(s) Exactly as to Appear on Stock Register
By:
-------------------------------------------------
Name: Wesley R. Edens
Title: Chief Operating Officer
BlackRock Fund Investors I
-------------------------------------------------
Name Typed or Printed
345 Park Avenue
-------------------------------------------------
Business Address
New York, New York
-------------------------------------------------
10154
-------------------------------------------------
City, State and Zip Code
(212) 754-5560
-------------------------------------------------
Telephone
(212) 935-1370
-------------------------------------------------
Facsimile Number
applied for
-------------------------------------------------
Tax Identification Number
Dated:________ , 199_
This Subscription Agreement is agreed to and
accepted as of __________, 1995
BlackRock Asset Investors I
By:
--------------------------------------
Name: Wesley R. Edens
Title: Chief Operating Officer
BlackRock Financial Management L.P.
By:
--------------------------------------
Name: Ralph L. Schlosstein
Title: President
13
<PAGE>
EXHIBIT A
CERTIFICATE OF TRUST INVESTOR
CERTIFICATE OF BlackRock Fund Investors (the "Fund")
-----------------------------------------------------------------
(Name of Trust or Custodial Relationship)
The undersigned, an officer of the Fund, hereby certifies as follows:
1. That the Fund was established pursuant to a Declaration of Trust dated
___________, 1995 (the "Agreement").
2. That as of the date hereof, the Agreement has not been revoked and is
still in full force and effect.
3. That Laurence D. Fink, Ralph L. Schlosstein, Wesley R. Edens, Henry
Gabbay and Susan L. Wagner is each authorized to execute, on behalf of the Fund,
any and all documents in connection with the Fund's investment in the Trust.
IN WITNESS WHEREOF, I have executed this certificate as an officer of the
Fund authorized to execute this certificate this __ day of_________, 199_, and
declared that it is truthful and correct.
BlackRock Fund Investors
------------------------------------------
(Name of Trust or Custodial Relationship)
By:
---------------------------------------
Name: Wesley R. Edens
Title: Chief Operating Officer
14
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that B. Rock, Inc. constitutes and
appoints Alan M. Lewis as its true and lawful attorney-in-fact and agent, for it
and in its name, place and stead, in any and all capacities, to sign any and all
Schedules (including without limitation, Schedules 13D), Statements and Reports
which the undersigned may be required to file with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this power of
attorney on this 10th day of April 1995.
B. Rock, Inc.
By: /s/ Michael J. Strone
----------------------------------------
Michael J. Strone
Executive Vice President and Treasurer
<PAGE>
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the General Electric Pension
Trust constitutes and appoints Alan M. Lewis as its true and lawful attorney-in-
fact and agent, for it and in its name, place and stead, in any and all
capacities, to sign any and all Schedules (including without limitation,
Schedules 13D), Statements and Reports which the undersigned may be required to
file with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this power of
attorney on this 10th day of April 1995.
General Electric Pension Trust
By: /s/ Alan M. Lewis
--------------------------------
Alan M. Lewis
Trustee
<PAGE>
EXHIBIT 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Trustees of the
General Electric Pension Trust constitute and appoint Alan M. Lewis as their
true and lawful attorney-in-fact and agent, for them and in their name, place
and stead, in any and all capacities, to sign any and all Schedules (including
without limitation, Schedules 13D), Statements and Reports which the undersigned
may be required to file with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have duly executed this power of
attorney on this 10th day of April 1995.
/s/ Dale F. Frey /s/ Eugene K. Bolton
- -------------------------------- -------------------------------
Dale F. Frey Eugene K. Bolton
/s/ Michael J. Cosgrove /s/ Ralph R. Layman
- -------------------------------- -------------------------------
Michael J. Cosgrove Ralph R. Layman
/s/ Alan M. Lewis /s/ John H. Myers
- -------------------------------- -------------------------------
Alan M. Lewis John H. Myers
/s/ Donald W. Torey
- --------------------------------
Donald W. Torey
