-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ue0w0cr2Rb2OkpEltKcmwrpFfRNlwNjCy2bdc9rF+DchIhHNIQKWwL/Rm3VcF9uQ I7eTwaDd+8Kcg2gpHLx3VQ== 0000930413-99-000411.txt : 19990329 0000930413-99-000411.hdr.sgml : 19990329 ACCESSION NUMBER: 0000930413-99-000411 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990519 FILED AS OF DATE: 19990326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLACKROCK INCOME TRUST INC CENTRAL INDEX KEY: 0000832327 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-05542 FILM NUMBER: 99574043 BUSINESS ADDRESS: STREET 1: 199 WATER ST CITY: NEW YORK STATE: NY ZIP: 10292 BUSINESS PHONE: 2122142189 FORMER COMPANY: FORMER CONFORMED NAME: BLACKSTONE INCOME TRUST INC DATE OF NAME CHANGE: 19920703 DEF 14A 1 SCHEDULE 14A SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the registrant |X| Filed by a party other than the registrant |_| Check the appropriate box: |_| Preliminary proxy statement |X| Definitive proxy statement |_| Definitive additional materials |_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 The BlackRock Income Trust Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) Not Applicable - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement) Payment of filing fee (Check the appropriate box): |X| No fee required. |_| Fee computed on table below per Exchange Act Rules 14a-(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: Common Stock, par value $0.01 per share. - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transactions applies: 62,849,878 shares of Common Stock, par value $0.01 per share. - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: N/A - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: N/A - -------------------------------------------------------------------------------- (5) Total fee paid: N/A - -------------------------------------------------------------------------------- |_| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: - -------------------------------------------------------------------------------- (2) Form, schedule or registration statement no.: - -------------------------------------------------------------------------------- (3) Filing party: - -------------------------------------------------------------------------------- (4) Date filed: - -------------------------------------------------------------------------------- [GRAPHIC OMITTED] [GRAPHIC OMITTED] - -------------- THE BLACKROCK INVESTMENT QUALITY MUNICIPAL TRUST INC. ("BKN") THE BLACKROCK INSURED MUNICIPAL 2008 TERM TRUST INC. ("BRM") THE BLACKROCK CALIFORNIA INSURED MUNICIPAL 2008 TERM TRUST INC. ("BFC") THE BLACKROCK FLORIDA INSURED MUNICIPAL 2008 TERM TRUST ("BRF") THE BLACKROCK NEW YORK INSURED MUNICIPAL 2008 TERM TRUST INC. ("BLN") THE BLACKROCK BROAD INVESTMENT GRADE 2009 TERM TRUST INC. ("BCT") 800 SCUDDERS MILL ROAD PLAINSBORO, NEW JERSEY 08536 THE BLACKROCK INCOME TRUST INC. ("BKT") THE BLACKROCK 1999 TERM TRUST INC. ("BNN") THE BLACKROCK TARGET TERM TRUST INC. ("BTT") THE BLACKROCK INVESTMENT QUALITY TERM TRUST INC. ("BQT") THE BLACKROCK ADVANTAGE TERM TRUST INC. ("BAT") THE BLACKROCK MUNICIPAL TARGET TERM TRUST INC. ("BMN") THE BLACKROCK CALIFORNIA INVESTMENT QUALITY MUNICIPAL TRUST INC. ("RAA") THE BLACKROCK FLORIDA INVESTMENT QUALITY MUNICIPAL TRUST ("RFA") THE BLACKROCK NEW JERSEY INVESTMENT QUALITY MUNICIPAL TRUST INC. ("RNJ") THE BLACKROCK NEW YORK INVESTMENT QUALITY MUNICIPAL TRUST INC. ("RNY") GATEWAY CENTER THREE 100 MULBERRY STREET NEWARK, NEW JERSEY 07102 THE BLACKROCK INSURED MUNICIPAL TERM TRUST INC. ("BMT") THE BLACKROCK 2001 TERM TRUST INC. ("BLK") 1285 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 THE BLACKROCK STRATEGIC TERM TRUST INC. ("BGT") TWO WORLD TRADE CENTER NEW YORK, NEW YORK 10048 ---------------- NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS ---------------- TO BE HELD ON MAY 19, 1999 To the Stockholders of BKN, BRM, BFC, BRF, BLN, BCT, BKT, BNN, BTT, BQT, BAT, BMN, RAA, RFA, RNJ, RNY, BMT, BLK and BGT (collectively, the "Trusts"): The Joint Annual Meeting of Stockholders of the Trusts will be held at One Seaport Plaza, New York, New York on May 19, 1999 at 10:00 a.m. (New York Time) for the following purposes: 1. With respect to each of the Trusts to elect three Directors, each to hold office for the term indicated and until his successor shall have been elected and qualified; 2. To consider and act upon the ratification of the selection of Deloitte & Touche LLP as independent auditors of each of the Trusts for the fiscal year ending June 30, 1999 with respect to BLK, for the fiscal year ending October 31, 1999 with respect to BKN, BCT, RAA, RFA, RNJ, RNY and BKT for the fiscal year ending December 31, 1999 with respect to BRM, BLN, BFC, BRF, BNN, BTT, BAT, BGT, BMN, BQT and BMT; 3. To transact such other business as may properly come before the meeting or any adjournments thereof. THE BOARD OF DIRECTORS OF EACH TRUST RECOMMENDS THAT YOU VOTE "FOR" ALL THE PROPOSALS. We encourage you to contact BlackRock at (800) 227-7BFM (7236) if you have any questions. The stock transfer books will not be closed, but in lieu thereof, the respective Boards of Directors have fixed the close of business on February 26, 1999 as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting. By order of the respective Boards of Directors Karen H. Sabath, Secretary New York, New York March 31, 1999 ------------------------------------------------------------------------------- IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN PERSON OR BY PROXY; IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE APPROPRIATE ENCLOSED PROXY OR PROXIES IN THE ACCOMPANYING ENVELOPE PROVIDED FOR YOUR CONVENIENCE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. ------------------------------------------------------------------------------- THE BLACKROCK INVESTMENT QUALITY MUNICIPAL TRUST INC. THE BLACKROCK INSURED MUNICIPAL 2008 TERM TRUST INC. THE BLACKROCK CALIFORNIA INSURED MUNICIPAL 2008 TERM TRUST INC. THE BLACKROCK FLORIDA INSURED MUNICIPAL 2008 TERM TRUST THE BLACKROCK NEW YORK INSURED MUNICIPAL 2008 TERM TRUST INC. THE BLACKROCK BROAD INVESTMENT GRADE 2009 TERM TRUST INC. 800 SCUDDERS MILL ROAD PLAINSBORO, NEW JERSEY 08536 THE BLACKROCK INCOME TRUST INC. THE BLACKROCK 1999 TERM TRUST INC. THE BLACKROCK TARGET TERM TRUST INC. THE BLACKROCK INVESTMENT QUALITY TERM TRUST INC. THE BLACKROCK ADVANTAGE TERM TRUST INC. THE BLACKROCK MUNICIPAL TARGET TERM TRUST INC. THE BLACKROCK CALIFORNIA INVESTMENT QUALITY MUNICIPAL TRUST INC. THE BLACKROCK FLORIDA INVESTMENT QUALITY MUNICIPAL TRUST THE BLACKROCK NEW JERSEY INVESTMENT QUALITY MUNICIPAL TRUST INC. THE BLACKROCK NEW YORK INVESTMENT QUALITY MUNICIPAL TRUST INC. GATEWAY CENTER THREE 100 MULBERRY STREET NEWARK, NEW JERSEY 07102 THE BLACKROCK INSURED MUNICIPAL TERM TRUST INC. THE BLACKROCK 2001 TERM TRUST INC. 1285 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 THE BLACKROCK STRATEGIC TERM TRUST INC. TWO WORLD TRADE CENTER NEW YORK, NEW YORK 10048 ---------------- JOINT PROXY STATEMENT ---------------- FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 19, 1999 INTRODUCTION This joint proxy statement is furnished in connection with the solicitation by the respective Boards of Directors or Trustees, as the case may be (the "Boards"), of each of the Trusts of proxies to be voted at the Joint Annual Meeting of Stockholders or Shareholders, as the case may be, (the "Meeting") of the Trusts to be held at One Seaport Plaza, New York, New York, on May 19, 1999 at 10:00 a.m. (New York Time), and at any adjournments thereof, for the purposes set forth in the accompanying Notice of Joint Annual Meeting of Stockholders. Any such adjournment will require the affirmative vote of a majority of the shares present in 1 person or by proxy to be voted at the Meeting. The persons named as proxies will vote in favor of any such adjournment those proxies which instruct them to vote in favor of any of the proposals. Conversely, they will vote against any such adjournment any proxies which instruct them to vote against the proposals. As used in the Notice of Joint Annual Meeting of Stockholders and as used herein, the term "Directors" shall include Trustees and the term "Stockholders" shall include Shareholders where the use of the terms "Trustees" or "Shareholders" would otherwise be appropriate. The Meeting is scheduled as a joint meeting of the respective stockholders of the Trusts because the stockholders of all the Trusts are expected to consider and vote on similar matters. The Board of each Trust has determined that the use of a joint Proxy Statement for the Meeting is in the best interest of each Trust's stockholders. In the event that any stockholder present at the Meeting objects to the holding of a joint meeting and moves for an adjournment of his Trust's meeting to a time immediately after the Meeting so that his Trust's meeting may be held separately, the persons named as proxies will vote in favor of such adjournment. Stockholders of each Trust will vote separately on each of the Proposals relating to their Trust, and an unfavorable vote on a Proposal by the stockholders of one Trust will not affect the implementation of such a Proposal by another Trust if the Proposal is approved by the stockholders of that Trust. The cost of soliciting proxies will be borne by each of the Trusts in proportion to the amount of proxies solicited on behalf of each Trust. In addition, certain officers, directors and employees of each of the Trusts, Dean Witter InterCapital Inc., Prudential Investments Fund Management LLC, Princeton Administrators L.P. (formerly Middlesex Administrators L.P.,), Mitchell Hutchins Asset Management Inc. and BlackRock Financial Management, Inc. (the "Adviser") (none of whom will receive additional compensation therefor) may solicit proxies in person or by telephone, telegraph, or mail. In addition, certain of the Trusts may employ Shareholder Communications Corporation pursuant to its standard contract as proxy solicitor, the cost of which will be borne proportionately by each of the Trusts and is estimated to be approximately $3,500 per Trust. The Adviser is located at 345 Park Avenue, New York, New York 10154. All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked thereon or otherwise as provided therein. Abstentions will be counted as present but not voting with respect to those proposals from which a stockholder abstains. Broker non-votes will be treated as shares that are not present. Unless instructions to the contrary are marked, shares represented by all properly executed proxies will be voted "FOR" all the Proposals. Any proxy may be revoked at any time prior to the exercise thereof by submitting another proxy bearing a later date or by giving written notice to the Secretary of the applicable Trusts at the applicable address indicated above or by voting in person at the Meeting. Some proposals require more votes than others to be approved. With respect to each of the Trusts an affirmative vote of a simple majority of the shares present and voting at the meeting at which a quorum is present is necessary to ratify the selection of independent auditors. The affirmative vote of a plurality of the shares present at the meeting at which a quorum is present is necessary to elect the director nominees. The Board of each Trust knows of no business other than that specifically mentioned in the Notice of Meeting which will be presented for consideration at the Meeting. If any other matters are properly presented, it is the intention of the persons named in the enclosed proxy to vote thereon in accordance with their best judgment. The Board of each Trust has fixed the close of business on February 26, 1999, as the record date for the determination of stockholders of each Trust entitled to notice of and to vote at the Meeting or any adjournment 2 thereof. Stockholders of each Trust on that date will be entitled to one vote on each matter to be voted on by that Trust for each share held and a fractional vote with respect to fractional shares with no cumulative voting rights. The holders of any Trust's Auction Rate Municipal Preferred Stock will have equal voting rights with the holders of that Trust's common stock (i.e., one vote per share), and will vote together with the holders of common stock as a single class on the proposals to elect Directors and ratify the independent accountants, except that the holders of any Trust's Auction Rate Municipal Preferred Stock, voting separately as a class, will elect two Directors. The two Directors that have been designated as representing the holders of each respective Trust's Auction Rate Municipal Preferred Stock are Richard E. Cavanagh and Frank J. Fabozzi (see "Proposal No. 1-Election of Directors," below). Pursuant to the rules promulgated by the Securities and Exchange Commission the following table sets forth the proposal to be voted on by each Trust with auditors to be voted on by all Trusts.
- ------------------------------ VOTE ON DIRECTORS OF FUND CLASS NUMBER - ------------------------------ - ------------------------------ BRM III - ------------------------------ BFC III - ------------------------------ BRF III - ------------------------------ BLN III - ------------------------------ BKN III - ------------------------------ BCT II - ------------------------------ BMN I - ------------------------------ BNN III - ------------------------------ BTT III - ------------------------------ BAT II - ------------------------------ RAA II - ------------------------------ RFA II - ------------------------------ RNJ II - ------------------------------ RNY II - ------------------------------ BKT I - ------------------------------ BMT I - ------------------------------ BGT II - ------------------------------ BQT I - ------------------------------ BLK III
3 At the close of business on February 26, 1999, BRM had outstanding 27,207,093 shares of Common Stock, par value $0.01 per share and 8,240 shares of Auction Rate Municipal Preferred Stock, liquidation preference $25,000 per share, BLN had outstanding 11,257,093 shares of Common Stock, par value $0.01 per share and 3,420 shares of Auction Rate Municipal Preferred Stock, liquidation preference $25,000 per share, BFC had outstanding 10,407,093 shares of Common Stock, par value $0.01 per share and 3,120 shares of Auction Rate Municipal Preferred Stock, liquidation preference $25,000 per share, BRF had outstanding 8,707,093 common shares of beneficial interest, par value $0.01 per share and 2,640 Auction Rate Municipal Preferred Shares of beneficial interest, liquidation preference $25,000 per share, BKN had outstanding 16,707,093 shares of Common Stock, par value $0.01 per share and 5,200 shares of Auction Rate Municipal Preferred Stock, liquidation preference $25,000 per share, BCT had outstanding 2,957,093 shares of Common Stock, par value $0.01 per share, BMN had outstanding 45,410,639 shares of Common Stock, par value $0.01 per share and 9,000 shares of Auction Rate Municipal Preferred Stock, liquidation preference $25,000 per share, BNN had outstanding 21,610,583 shares of Common Stock, par value $0.01 per share, BTT had outstanding 95,460,639 shares of Common Stock, par value $0.01 per share, BAT had outstanding 9,510,667 shares of Common Stock, par value $0.01 per share, RAA had outstanding 1,007,093 shares of Common Stock, par value $0.01 per share and 300 shares of Auction Rate Municipal Preferred Stock, liquidation preference $25,000 per share, RFA had outstanding 1,127,093 common shares of beneficial interest, par value $0.01 per share and 340 Auction Rate Municipal Preferred Shares of beneficial interest, liquidation preference $25,000 per share, RNJ had outstanding 1,007,093 shares of Common Stock, par value $0.01 per share and 300 shares of Auction Rate Municipal Preferred Stock, liquidation preference $25,000 per share, RNY had outstanding 1,307,093 shares of Common Stock, par value $0.01 per share and 392 shares of Auction Rate Municipal Preferred Stock, liquidation preference $25,000 per share, BMT had outstanding 25,885,639 shares of Common Stock, par value $0.01 per share and 5,200 shares of Auction Rate Municipal Preferred Stock, liquidation preference $25,000 per share, BKT had outstanding 62,849,878 shares of Common Stock, par value $0.01 per share, BGT had outstanding 57,510,639 shares of Common Stock, par value $0.01 per share, BQT had outstanding 36,810,639 shares of Common Stock, par value $0.01 per share and BLK had outstanding 142,010,583 shares of Common Stock, par value $0.01 per share. For each Trust, the class or classes of stock listed above are the only authorized class or classes of stock. The principal executive offices of BRM, BLN, BFC, BRF, BCT and BKN are located at 800 Scudders Mill Road, Plainsboro, New Jersey 08536, the principal executive offices of BMN, BNN, BTT, BAT, RAA, RFA, RNJ, RNY, BKT and BQT are located at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, the principal executive offices of BGT are located at Two World Trade Center, New York, New York 10048, and the principal executive offices of BMT and BLK are located at 1285 Avenue of the Americas, New York, New York 10019. The enclosed proxy or proxies and this proxy statement are first being sent to the Trusts' stockholders on or about March 31, 1999. Each Trust will furnish, without charge, a copy of such Trust's most recent Annual Report and the most recent Semi-Annual Report succeeding the Annual Report, if any, to any stockholder upon request, provided such Annual or Semi-Annual Report is not enclosed herein. Requests should be directed to 345 Park Avenue, New York, New York 10154 (telephone number (800) 227-7BFM(7236)). As of February 26, 1999, to the knowledge of each Trust, no person beneficially owned more than 5% of any Trust, except that 242,400 of the outstanding common shares of RAA (or 24.07% of the outstanding 4 common shares) are jointly held by M.H. Whittier Corporation, James E. Greene, Arlo G. Sorensen, Michael J. Casey and Whittier Trust Company, all of whom are located at 1600 Huntington Drive, South Pasadena, California 91030, and 781,800 of the outstanding common shares of BAT (or 8.22% of the outstanding common shares) are held by Karpus Management, Inc. which is located at 14 Tobey Village Office Park, Pittsford, New York 14534 and 3,526,800 of the outstanding common shares of BGT (or 6.1% of the outstanding common shares), 11,254,600 of the outstanding common shares of BLK (or 7.9% of the outstanding common shares) are held by the Federal Home Loan Mortgage Corporation which is located at 8200 Jones Branch Drive, Mclean, Virginia 22102 and 13,291,500 of the outstanding common shares of BLK (or 9.4% of the outstanding common shares), 8,528,000 of the outstanding common shares of BGT (or 14.8% of the outstanding common shares) and 2,400,500 of the outstanding common shares of BNN (or 11.1% of the outstanding common shares) are held by Tattersall Advisory Group, Inc., which is located at 6802 Paragon Place, Suite 200, Richmond, Virginia 23230. PROPOSAL NO. 1. ELECTION OF DIRECTORS With respect to BMN, BMT, BKT and BQT at the Meeting, Class I Directors will be elected to serve for a term of three years and until their successors are elected and qualify. With respect to BAT, BGT, BCT, RAA, RFA, RNJ and RNY, at the Meeting, Class II Directors will be elected to serve for a term of three years and until their successors are elected and qualify. With respect to BNN, BTT, BRM, BLN, BFC, BRF, BLK and BKN, at the Meeting, Class III Directors will be elected to serve for a term of three years and until their successors are elected and qualify. There are only three nominees with respect to each of the Trusts because each Trust's Board is classified into three classes and only one class is being elected at the Meeting. The other classes will be elected at subsequent annual meetings of stockholders. In addition, with respect to BLK, BAT and BGT, respectively, nominees elected as Directors of BLK, BAT and BGT, respectively, will be appointed by BLK, BAT and BGT, respectively, to serve as Directors of their respective wholly-owned subsidiaries, BLK Subsidiary Inc. ("BLKS"), BAT Subsidiary Inc. ("BATS"), and BGT Subsidiary Inc. ("BGTS"), each of which has the identical investment objectives and policies as BLK, BAT and BGT, respectively. For each of the Trusts, the affirmative vote of a plurality of the shares present at the Meeting at which a quorum is present is required to elect the nominees representing the common stock and for each Trust with a class of Auction Rate Municipal Preferred Stock, the affirmative vote of a plurality of the Auction Rate Municipal Preferred Stock shares present at the Meeting is required to elect any nominees representing the Auction Rate Municipal Preferred Stock. It is the intention of the persons named in the enclosed proxy to vote in favor of the election of the persons listed below. The Board of Directors of each Trust recommends that you vote "FOR" the nominees. The respective Boards of Directors of the Trusts know of no reason why any of the nominees listed below will be unable to serve, but in the event of any such unavailability, the proxies received will be voted for such substitute nominees as the respective Boards of Directors may recommend. 5 Certain information concerning the nominees for each of the Trusts is set forth below. All of the nominees are currently Directors of each of the Trusts, including BLKS, BATS and BGTS, and have served in such capacity since each of the Trusts commenced their respective operations except that Richard E. Cavanagh has served as Director since his appointment by each of the Boards on August 11, 1994 to fill a vacancy and, with respect to BKT, BQT, BTT, BAT, BGT, BMN and BMT, James Clayburn LaForce, Jr. has served as Director since his election at the Trusts' annual meeting of stockholders on June 19, 1992 and Walter F. Mondale, who was previously a Director of each of the Trusts from inception to August 12, 1993, has served as Director since his election at the Trusts' annual meeting of stockholders on April 15, 1997. Each of the directors also serves as a director of The BlackRock North American Government Income Trust Inc. ("BNA") and The BlackRock High Yield Trust ("BHY"), each a closed-end registered investment company advised by BlackRock Financial Management, Inc. In addition, Messrs. Fink and Grosfeld serve as directors of BlackRock Fund Investors I, BlackRock Fund Investors II, BlackRock Fund Investors III and BlackRock Asset Investors (collectively, "BAI"). Mr. Fink serves as a director of BlackRock MQE Investors and Anthracite Capital, Inc. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. The "interested" Directors (as defined by Section 2(a)(19) of the Investment Company Act of 1940) are indicated by an asterisk(*). Unless specified otherwise below, the business address of the Directors and officers of each of the Trusts and the Adviser is 345 Park Avenue, New York, New York 10154.
TRUST % OF PRINCIPAL OCCUPATIONS OR SHARES SHARES NAME AND AGE EMPLOYMENT IN PAST 5 YEARS OWNED(*) OUTSTANDING - ---------------------- ----------------------------------------------- ---------- ------------ Andrew F. Brimmer President of Brimmer & Company, Inc., a BKT 110 (1) 4400 MacArthur Blvd Washington, D.C.-based economic and financial BTT 10 N.W. Suite 302 consulting firm. Formerly member of the Board BAT 10 Washington, DC 20007 of Governors of the Federal Reserve System. BGT 10 Age: 72 Director, AirBorne Express, Borg-Warner BMN 10 Class III (**) Automotive and CarrAmerica Realty BMT 10 Corporation. BRM 10 BNN 10 BKN 10 BCT 10 BQT 10 BLK 10
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TRUST % OF PRINCIPAL OCCUPATIONS OR SHARES SHARES NAME AND AGE EMPLOYMENT IN PAST 5 YEARS OWNED(*) OUTSTANDING - -------------------------- -------------------------------------------------- ---------- ------------ Richard E. Cavanagh President and Chief Executive Officer of The BKN 500 (1) 845 Third Avenue Conference Board, Inc., a leading global BKT 500 New York, NY 10022 business membership organization. Former BTT 100 Age: 52 Executive Dean of the John F. Kennedy School of BAT 100 Class I (**) Government at Harvard University from BGT 100 1988-1995. Acting Director, Harvard Center for BMN 100 Business and Government (1991-1993). BMT 100 Formerly Partner (principal) of McKinsey & BRM 100 Company, Inc. (1980-1988). Former Executive BLN 100 Director of Federal Cash Management, White BNN 100 House Office of Management and Budget RNY 100 (1977-1979). Co-author, THE WINNING BCT 100 PERFORMANCE (best selling management book BQT 100 published in 13 national editions.) Trustee, BLK 100 Wesleyan University, Drucker Foundation and Educational Testing Service (ETS). Director, Archer Chemicals (chemicals), Fremont Group (investments) and The Guardian Life Insurance Company of America (insurance). Kent Dixon Consultant/Investor. Former President and Chief BKT 24,000 (1) 9495 Blind Pass Road Executive Officer of Empire Federal Savings Bank BTT 1,000 Unit #602 of America and Banc PLUS Savings Association, BAT 100 St. Petersburg, FL 33706 former Chairman of the Board, President and BGT 100 Age: 61 Chief Executive Officer of Northeast Savings. BMN 100 Class III (**) Former Director of ISFA (the owner of INVEST, a BMT 100 national securities brokerage service designed BRM 100 for banks and thrift institutions). BRF 100 BNN 100 BKN 100 RFA 100 BCT 100 BQT 100 BLK 100
7
TRUST % OF PRINCIPAL OCCUPATIONS OR SHARES SHARES NAME AND AGE EMPLOYMENT IN PAST 5 YEARS OWNED(*) OUTSTANDING - ----------------------- ------------------------------------------------- ---------- ------------ Frank J. Fabozzi Consultant. Editor of THE JOURNAL OF PORTFOLIO BKT 10 (1) 858 Tower View Circle MANAGEMENT and Adjunct Professor of Finance BTT 10 New Hope, PA 18938 at the School of Management at Yale University. BAT 10 Age: 50 Director, Guardian Mutual Funds Group. Author BGT 10 Class II (**) and editor of several books on fixed income BMN 10 portfolio management. Visiting Professor of BMT 10 Finance and Accounting at the Sloan School of BRM 10 Management, Massachusetts Institute of BNN 10 Technology from 1986 to August 1992. BKN 10 BCT 10 BQT 10 BLK 10 Laurence D. Fink* Chairman and Chief Executive Officer of BKT 16,680 (1) Age: 46 BlackRock Financial Management, Inc., the BTT 15,777 Class III (**) Adviser. Formerly, a Managing Director of The BAT 10 First Boston Corporation, member of its BGT 10 Management Committee, co-head of its Taxable BMN 10 Fixed Income Division and head of its Mortgage BMT 10 and Real Estate Products Group. Currently, BRM 10 Chairman of the Board and Director of each of BNN 10 BlackRock's Trusts, BNA, BHY and Anthracite RNJ 10 Capital, Inc. and as Director of BAI and BCT 10 BlackRock MQE Investors. Trustee of New York BQT 10 University Medical Center, Dwight-Englewood BLK 10 School, National Outdoor Leadership School and BKN 10 Phoenix House. A Director of VIMRx Pharmaceuticals, Inc. and Innovir Laboratories, Inc.
8
TRUST % OF PRINCIPAL OCCUPATIONS OR SHARES SHARES NAME AND AGE EMPLOYMENT IN PAST 5 YEARS OWNED(*) OUTSTANDING - ----------------------------- ---------------------------------------------------- ---------- ------------ James Grosfeld Consultant/Investor. Director of BAI and Copart, BKT 10 (1) 20500 Civic Center Drive Inc. (retail automobile). Formerly Chairman of BTT 10 Suite 3000 the Board and Chief Executive Officer of Pulte BAT 10 Southfield, MI 48076 Corporation (homebuilding and mortgage BGT 10 Age: 61 banking and finance) from May 1974-April 1990. BMN 10 Class I (**) BMT 10 BRM 10 BNN 10 BKN 10 BCT 10 BQT 10 BLK 10 James Clayburn LaForce, Jr. Dean Emeritus of The John E. Anderson BKT 10 (1) P.O. Box 1595 Graduate School of Management, University of BTT 10 Pauma Valley, CA 92061 California since July 1, 1993. Director, Eli Lilly BAT 10 Age: 70 and Company (pharmaceuticals), Imperial BGT 10 Class I (**) Credit Industries (mortgage banking), Jacobs BMN 10 Engineering Group, Inc., Rockwell International BMT 10 Corporation, Payden & Rygel Investment Trust BRM 10 (mutual fund), Provident Investment Counsel BFC 10 Funds (investment companies), Timken BNN 10 Company (roller bearing and steel) and Motor BKN 10 Cargo Industries (transportation). Acting Dean RAA 10 of The School of Business, Hong Kong University BCT 10 of Science and Technology 1990-1993. From BQT 10 1978 to September 1993, Dean of The John E. BLK 10 Anderson Graduate School of Management, University of California.
9
TRUST % OF PRINCIPAL OCCUPATIONS OR SHARES SHARES NAME AND AGE EMPLOYMENT IN PAST 5 YEARS OWNED(*) OUTSTANDING - ------------------------ -------------------------------------------------- ---------- ------------ Walter F. Mondale Partner, Dorsey & Whitney, a law firm (December BKT 20 (1) 220 South Sixth Street 1996-present, September 1987-August 1993). BTT 20 Minneapolis, MN 55402 Formerly, U.S. Ambassador to Japan BAT 20 Age: 71 (1993-1996). Formerly Vice President of the BGT 20 Class II (**) United States, U.S. Senator and Attorney General BMN 20 of the State of Minnesota. 1984 Democratic BMT 20 Nominee for President of the United States. BQT 20 BLK 20 BRM 20 BNN 20 BKN 20 BCT 20 Ralph L. Schlosstein* President of BlackRock Financial Management, BKT 6,000 (1) Age: 48 Inc., the Adviser. Formerly, a Managing Director BTT 1,000 Class II (**) of Lehman Brothers, Inc. and co-head of its BAT 100 Mortgage and Savings Institutional Group. BGT 100 Currently, President of each of BlackRock's BMN 100 Trusts, BNA and BHY. Trustee of Denison BMT 100 University and New Visions for Public Education BRM 100 in New York City. A Director of the Pulte BLN 100 Corporation and a member of the Visting Board BNN 100 of Overseers of the John F. Kennedy School of BKN 100 Government at Harvard University. RNY 100 BCT 100 BQT 100 BLK 100
- ------------ (1) Less than 1%. (*) If the Trust is not listed the Director does not own any shares of the Trust. (**) Only Class I Directors are being elected by BMN, BMT, BKT and BQT, only Class II Directors are being elected by BAT, BGT, BCT, RAA, RFA, RNJ and RNY and only Class III Directors are being elected by BNN, BTT, BRM, BLN, BFC, BRF, BLK and BKN. All Directors and officers as a group owned less than 1% of the shares of each of the Trusts as of February 26, 1999. Each Trust has an executive committee composed of Messrs. Fink and Schlosstein. None of the Trusts has a compensation or nominating committee of the Board of Directors, or committees performing similar functions. Each of the Trusts has an audit committee composed of all the Directors who are not interested persons of such Trust or the Adviser (the "Independent Directors") which is charged with recommending a firm of independent accountants to its respective Trust and reviewing accounting matters with the accountants. With respect to BLK, there were two meetings of the audit 10 committee held between July 1, 1997 and June 30, 1998. With respect to BNN, BTT, BAT, BGT, BRM, BLN, BFC, BRF, BMN, BQT and BMT, there was one meeting of the audit committee held between January 1, 1998 and December 31, 1998. With respect to BKT, BCT, BKN, RAA, RNJ, RNY and RFA, there were two meetings of the audit committee held between November 1, 1997 and October 31, 1998. With respect to each of the Trusts, all members attended at least 75% of the meetings. Four meetings of the Board of Directors of BLK were held between July 1, 1997 and June 30, 1998. Four meetings of the Boards of Directors of BKT, BKN, RFA, RNJ, RNY, BCT and RAA were held between November 1, 1997 and October 31, 1998. Four meetings of the Boards of Directors of BAT, BNN, BTT, BGT, BRM, BLN, BFC, BRF, BMN, BQT and BMT were held between January 1, 1998 and December 31, 1998. With respect to each of the Trusts, all Directors attended at least 75% of the meetings. In addition to Messrs. Fink and Schlosstein, all the following executive officers except Messrs. Amero and Klingert, hold the same position with each of the Trusts. With respect to Mr. Amero, of the Trusts, he is an officer of BLK, BQT, BCT, BNN, BTT, BAT, BGT and BKT only. With respect to Mr. Klingert, of the Trusts, he is an officer of BRM, BLN, BFC, BRF, BKN, BMN, RAA, RFA, RNJ, RNY and BMT only.
NAME AND AGE TITLE OTHER PRINCIPAL OCCUPATIONS IN PAST 5 YEARS - -------------------- ---------------- ---------------------------------------------------- Scott Amero Vice President Managing Director of the Adviser. From 1985 to Age: 35 1990, Vice President at The First Boston Corporation in the Fixed Income Research Department. Keith T. Anderson Vice President Managing Director of the Adviser. From February Age: 39 1987 to April 1988, Vice President at The First Boston Corporation in the Fixed Income Research Department. Previously Vice President and Senior Portfolio Manager at Criterion Investment Management Company (now Nicholas-Applegate). Henry Gabbay Treasurer Managing Director of the Adviser. From September Age: 51 1984 to February 1989, Vice President at The First Boston Corporation. Michael C. Huebsch Vice President Managing Director of the Adviser. From July 1985 to Age: 40 January 1989, Vice President at the First Boston Corporation in the Fixed Income Research Department Robert S. Kapito Vice President Managing Director and Vice Chairman of the Age: 42 Adviser. From December 1985 to March 1988, Vice President at The First Boston Corporation in the Mortgage Products Group.
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NAME AND AGE TITLE OTHER PRINCIPAL OCCUPATIONS IN PAST 5 YEARS - -------------------- --------------------- ----------------------------------------------------- Kevin Klingert Vice President Managing Director of the Adviser From March 1985 Age: 36 to October 1991, Assistant Vice President at Merrill Lynch, Pierce, Fenner & Smith in the Unit Investment Trust Department. James Kong Assistant Treasurer Managing Director of the Adviser. From April 1987 Age: 38 to April 1989, Assistant Vice President at The First Boston Corporation in the CMO/ABO Administration Department. Previously affiliated with Deloitte, Haskins & Sells (now Deloitte & Touche LLP). Karen H. Sabath Secretary Managing Director of the Adviser. From June 1986 Age: 33 to July 1988, Associate at The First Boston Corporation in the Mortgage Finance Department. From August 1988 to December 1992, Associate/ Vice President of the Adviser. Richard Shea, Esq. Vice President/Tax Director of the Adviser. From December 1988 to Age: 39 February 1993, Associate Vice President and Tax Counsel at Prudential Securities, Inc. From August 1984 to December 1988, Senior Tax Specialist at Laventhol & Horwath.
REMUNERATION The following table sets forth certain information regarding the compensation of the Fund's directors and officers.
TOTAL COMPENSATION AGGREGATE COMPENSATION FROM THE FUND COMPLEX NAME OF PERSON AND POSITION FROM THE TRUSTS PAID TO DIRECTORS AND OFFICERS* - --------------------------- ----------------------- -------------------------------- Andrew R. Brimmer $136,000 $160,000(21) Richard E. Cavanagh $136,000 $160,000(21) Kent Dixon $136,000 $160,000(21) Frank J. Fabozzi $136,000 $160,000(21) James Grosfeld $136,000 $192,500(25) James Claybourne LaForce, Jr. $136,000 $160,000(21) Walter F. Mondale $136,000 $160,000(21)
- ------------ * Represents the total compensation paid to such persons during the calendar year ended December 31, 1998 by investment companies (including the Trust) from which such person receives compensation that are considered part of the same fund complex as the Fund because they have common or affiliated investment advisers. The number in parentheses represents the number of such investment companies. 12 The attendance fees of each Independent Director of the Trusts are reduced proportionately, based on each respective Trust's net assets, so that the aggregate per meeting fee for all meetings of the boards of directors of the Trusts held on a single day does not exceed $20,000 for any Director. The $6,000 per annum fee for serving on each Board is also reduced proportionately, based on each respective Trust's net assets. For BLK, fees of $100,000 were accrued by the Trust between July 1, 1997 and June 30, 1998. For BNN, BTT, BAT, BGT, BRM, BLN, BFC, BRF, BMN, BQT and BMT fees of $30,000, $84,000, $22,000, $85,000, $85,500, $41,500, $39,000, $32,000, $84,000, $80,000 and $64,500, respectively, were accrued by each Trust from January 1, 1998 to December 31, 1998. For BCT, RAA, RFA, RNJ, RNY, BKN and BKT fees of $17,000, $12,000, $14,000, $14,000, $14,000, $64,000 and $94,000, respectively, were accrued from November 1, 1997 to October 31, 1998. None of the Directors received any pension or retirement benefits. None of the officers of the Trusts received any compensation, including pension or retirement benefits, from the Trusts for such period. Messrs. Fink, Schlosstein, Amero, Anderson, Huebsch, Kapito, Gabbay, Klingert, Kong, Shea and Ms. Sabath, officers and/or Directors of the Trusts, are also affiliated with the Adviser. They receive compensation from the Adviser although under the terms of the investment advisory agreements some portion of their compensation could be reimbursable by a particular Trust to the extent such person's working time is devoted to that particular Trust's operations. THE BOARD OF DIRECTORS OF EACH TRUST RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES. THE AFFIRMATIVE VOTE OF A PLURALITY OF THE SHARES PRESENT IS NECESSARY TO ELECT THE DIRECTOR NOMINEES. PROPOSAL NO. 2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS Deloitte & Touche LLP ("D&T") has been selected as the independent auditors by a majority of each of the Trusts' Board of Directors, including a majority of the Independent Directors, by vote cast in person subject to ratification by the stockholders at the Meeting to audit the accounts of each of the Trusts for and during each Trust's fiscal year ending in 1999. In addition, with respect to BLK, BAT and BGT ratification of the selection of D&T as independent auditors for these Trusts will cause these Trusts to ratify the selection of D&T as the independent auditors of their wholly-owned subsidiaries BLKS, BATS and BGTS respectively. None of the Trusts knows of any direct or indirect financial interest of D&T in the Trusts. Representatives of D&T will attend the Meeting, will have the opportunity to make a statement if they desire to do so and will be available to answer questions. The affirmative vote of a simple majority of shares present and voting at the meeting at which a quorum is present is required to ratify the selection of D&T. THE BOARD OF DIRECTORS OF EACH TRUST RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS. AN AFFIRMATIVE VOTE OF A SIMPLE MAJORITY OF THE SHARES AT THE MEETING AT WHICH A QUORUM IS PRESENT AND VOTING IS NECESSARY TO RATIFY THE SELECTION OF INDEPENDENT AUDITORS. ADDITIONAL INFORMATION INVESTMENT ADVISER BlackRock was formed in 1988 to provide investment advisory services for individual and institutional investors. In February 1995, BlackRock was acquired by PNC Bank, N.A. and became a wholly-owned 13 subsidiary of PNC Asset Management Group. In January 1998, 20% of BlackRock was purchased by the managing directors of BlackRock such that PNC Asset Management Group now owns 80% of BlackRock. In early 1998, the five investment management firms that comprise the PNC Asset Management Group consolidated under BlackRock, resulting in a $100 billon money management firm offering established investment expertise in domestic and international equity, global fixed income, cash management as well as risk management technology. The integrated BlackRock is among the 25 largest money management firms in the country. The executive officers of the Adviser are:
NAME POSITION - ------------------------------- ------------------------------------- Laurence D. Fink Chairman and Chief Executive Officer Ralph L. Schlosstein President Robert S. Kapito Vice Chairman Henry Gabbay Managing Director
Messrs. Fink and Schlosstein are officers and Directors, and Messrs. Gabbay and Kapito are officers of the Trusts. FINANCIAL STATEMENTS Each Trust will furnish, without charge, a copy of such Trust's most recent Annual Report and the most recent Semi-Annual Report succeeding the Annual Report, if any, to any stockholder upon request, provided such Annual or Semi-Annual Report is not enclosed herein. Requests should be directed to 345 Park Avenue, New York, New York 10154 (telephone number (800) 227-7BFM(7236)). DEADLINE FOR STOCKHOLDER PROPOSALS Stockholder proposals intended to be presented at the 2000 Annual Meeting of the Stockholders of each of the Trusts must be received by November 5, 1999 to be included in the proxy statement and the form of proxy relating to that meeting as the Trust expects that the 2000 Annual Meeting will be held in May of 2000. OTHER MATTERS The management knows of no other matters which are to be brought before the Meeting. However, if any other matters not now known or determined properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote such proxy in accordance with their judgment on such matters. All proxies received will be voted in favor of all the proposals, unless otherwise directed therein. Very truly yours, LAURENCE D. FINK Chairman and Chief Executive Officer RALPH L. SCHLOSSTEIN President March 31, 1999 14 PROXY THE BLACKROCK INCOME TRUST INC. COMMON STOCK THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Karen H. Sabath, Robert S. Kapito and Henry Gabbay as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side hereof, all the shares of common stock of The BlackRock Income Trust Inc. (the "Trust") held of record by the undersigned on February 26, 1999 at the Annual Meeting of Stockholders of the Trust to be held on May 19, 1999 or at any adjournments thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. - -------------------------------------------------------------------------------- PLEASE MARK BOXES IN BLUE OR BLACK INK. SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE PAID ENVELOPE. - -------------------------------------------------------------------------------- HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? - ----------------------------------- ----------------------------------- - ----------------------------------- ----------------------------------- - ----------------------------------- ----------------------------------- /X/ PLEASE MARK VOTES AS IN THIS EXAMPLE ================================================================================ THE BLACKROCK INCOME TRUST INC. ================================================================================ COMMON STOCK ------------------------- Please be sure to sign and date this Proxy. Date ------------------------- - -------------Stockholder sign here-------------Co-owner sign here--------------- 1. Election of Directors. RICHARD E. CAVANAGH JAMES GROSFELD JAMES CLAYBURN LaFORCE, JR. FOR ALL NOMINEES WITHHOLD FOR ALL EXCEPT / / / / / / Instruction: To withhold authority to vote "For" any individual nominee, mark the "For All Except" box and strike a line through the nominee's name in the list above. 2. To consider and act upon the ratification of the selection of Deloitte & Touche LLP as auditors of the Trust for the Trust's fiscal year ending October 31, 1999. FOR AGAINST ABSTAIN / / / / / / 3. To transact such other business as may properly come before the meeting or any adjournments thereof. FOR AGAINST ABSTAIN / / / / / / Mark box at right if an address change or comment has been noted on the reverse side of this card. / / -----END PRIVACY-ENHANCED MESSAGE-----