As filed with the Securities and Exchange Commission on July 26, 2001
Securities Act Registration No. 333-58228
Investment Company Registration No. 811-10331
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
[X]
Pre-Effective Amendment No. 4
Post-Effective Amendment No. [_]
and/or
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
[X]
AMENDMENT NO. 4
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BlackRock California Municipal Income Trust
(Exact Name of Registrant as Specified In Declaration of Trust)
100 Bellevue Parkway
Wilmington, Delaware 19809
(Address of Principal Executive Offices)
(888) 825-2257
(Registrant's Telephone Number, including Area Code)
Ralph L. Schlosstein, President BlackRock California Municipal Income Trust 345
Park Avenue New York, New York 10154
(Name and Address of Agent for Service)
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Copies to:
Michael K. Hoffman, Esq. Cynthia G. Cobden, Esq.
Skadden, Arps, Slate, Meagher & Flom Simpson Thacher & Bartlett
LLP 425 Lexington Avenue
Four Times Square New York, New York 10017
New York, New York 10036
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Approximate Date of Proposed Public Offering: As soon as practicable after
the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
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Proposed Proposed
Amount Being Maximum Offering Maximum Aggregate Amount of
Title of Securities Being Registered Registered Price per Unit Offering Price Registration Fee
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Common Shares, $.001 par
value.................. 16,666,666 shares $15.00 $250,000,000 $62,500 (/1/)
(/1/)$54,250 previously paid.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that the Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such dates as the Commission, acting pursuant to said Section
8(a), may determine.
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INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT
ON FORM N-2 FILE NOS. 333-5228 AND 811-10331
The Trust hereby incorporates by reference into this Registration Statement
on Form N-2 in the entirety Part A "The Prospectus" and Part B "The Statement
of Additional Information" of Pre-Effective Amendment No. 3 to the Registration
Statement on Form N-2 (File Nos. 333-58228 and 811-10331) as filed with the
Securities and Exchange Commission (the "Commission") on July 25, 2001.
i
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(1) Financial Statements
Part A--None.
Part B--The Report of Independent Accountants is hereby incorporated by
reference to pre-effective amendment No. 3 to the Registration Statement on
July 25, 2001.
The Statement of Assets and Liabilities is hereby incorporated by
reference to pre-effective amendment No. 3 to the Registration
Statement on July 25, 2001.
(2) Exhibits
(a) Amended and Restated Agreement and Declaration of Trust.(/3/)
(b) By-Laws.(/1/)
(c) Inapplicable.
(d) Form of Specimen Certificate.(/2/)
(e) Form of Dividend Reinvestment Plan.(/1/)
(f) Inapplicable.
(g)(1) Form of Investment Management Agreement.(/1/)
(g)(2) Form of Waiver Reliance Letter.(/1/)
(g)(3) Form of Sub-Investment Advisory Agreement.(/2/)
(h) Form of Underwriting Agreement.(/2/)
(i) Form of Deferred Compensation Plan for Independent Trustees.(/2/)
(j) Form of Custodian Agreement.(/1/)
(k) Form of Transfer Agency Agreement.(/2/)
(l) Opinion and Consent of Counsel to the Trust.(/4/)
(m) Inapplicable.
(n) Consent of Independent Public Accountants.(/4/)
(o) Inapplicable.
(p) Form of Initial Subscription Agreement.(/1/)
(q) Inapplicable.
(r)(1) Code of Ethics of Trust.(/1/)
(r)(2) Code of Ethics of Advisor and Sub-Advisor.(/1/)
(s) Powers of Attorney(/2/)
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(/1/Previously)filed with the Registration Statement on April 3, 2001.
(/2/Previously)filed with Pre-Effective Amendment No. 1 to the Registration
Statement on June 4, 2001.
(/3/Previously)filed with Pre-Effective Amendment No. 3 to the Registration
Statement on July 25, 2001.
(/4/Filed)herewith.
C-1
Item 25. Marketing Arrangements
Reference is made to the Form of Underwriting Agreement for the Registrant's
shares of beneficial interest filed previously.
Item 26. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses to be incurred in
connection with the offering described in this registration statement:
Registration fees.................................................. $ 28,750
New York Stock Exchange listing fee................................ 100,000
Printing (other than certificates)................................. 140,458
Engraving and printing certificates................................ 21,126
Accounting fees and expenses....................................... 5,000
Legal fees and expenses............................................ 79,008
NASD fee........................................................... 12,000
Miscellaneous...................................................... 102,748
Total............................................................ $589,090
Item 27. Persons Controlled by or under Common Control with the Registrant
None.
Item 28. Number of Holders of Shares
Number of
Title of Class Record Holders
-------------- --------------
Shares of Beneficial Interest............................... 1
Item 29. Indemnification
Article V of the Registrant's Agreement and Declaration of Trust, as amended
and restated, provides as follows:
5.1. No Personal Liability of Shareholders, Trustees, etc. No Shareholder of
the Trust shall be subject in such capacity to any personal liability
whatsoever to any Person in connection with Trust Property or the acts,
obligations or affairs of the Trust. Shareholders shall have the same
limitation of personal liability as is extended to stockholders of a private
corporation for profit incorporated under the Delaware General Corporation Law.
No Trustee or officer of the Trust shall be subject in such capacity to any
personal liability whatsoever to any Person, save only liability to the Trust
or its Shareholders arising from bad faith, willful misfeasance, gross
negligence or reckless disregard for his duty to such Person; and, subject to
the foregoing exception, all such Persons shall look solely to the Trust
Property for satisfaction of claims of any nature arising in connection with
the affairs of the Trust. If any Shareholder, Trustee or officer, as such, of
the Trust, is made a party to any suit or proceeding to enforce any such
liability, subject to the foregoing exception, he shall not, on account
thereof, be held to any personal liability. Any repeal or modification of this
Section 5.1 shall not adversely affect any right or protection of a Trustee or
officer of the Trust existing at the time of such repeal or modification with
respect to acts or omissions occurring prior to such repeal or modification.
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5.2. Mandatory Indemnification.
(a) The Trust hereby agrees to indemnify each person who at any time serves
as a Trustee or officer of the Trust (each such person being an "indemnitee")
against any liabilities and expenses, including amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and reasonable counsel fees
reasonably incurred by such indemnitee in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
before any court or administrative or investigative body in which he may be or
may have been involved as a party or otherwise or with which he may be or may
have been threatened, while acting in any capacity set forth in this Article V
by reason of his having acted in any such capacity, except with respect to any
matter as to which he shall not have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust or, in the case of
any criminal proceeding, as to which he shall have had reasonable cause to
believe that the conduct was unlawful, provided, however, that no indemnitee
shall be indemnified hereunder against any liability to any person or any
expense of such indemnitee arising by reason of (i) willful misfeasance, (ii)
bad faith, (iii) gross negligence, or (iv) reckless disregard of the duties
involved in the conduct of his position (the conduct referred to in such
clauses (i) through (iv) being sometimes referred to herein as "disabling
conduct"). Notwithstanding the foregoing, with respect to any action, suit or
other proceeding voluntarily prosecuted by any indemnitee as plaintiff,
indemnification shall be mandatory only if the prosecution of such action, suit
or other proceeding by such indemnitee (1) was authorized by a majority of the
Trustees or (2) was instituted by the indemnitee to enforce his or her rights
to indemnification hereunder in a case in which the indemnitee is found to be
entitled to such indemnification. The rights to indemnification set forth in
this Declaration shall continue as to a person who has ceased to be a Trustee
or officer of the Trust and shall inure to the benefit of his or her heirs,
executors and personal and legal representatives. No amendment or restatement
of this Declaration or repeal of any of its provisions shall limit or eliminate
any of the benefits provided to any person who at any time is or was a Trustee
or officer of the Trust or otherwise entitled to indemnification hereunder in
respect of any act or omission that occurred prior to such amendment,
restatement or repeal.
(b) Notwithstanding the foregoing, no indemnification shall be made
hereunder unless there has been a determination (i) by a final decision on the
merits by a court or other body of competent jurisdiction before whom the issue
of entitlement to indemnification hereunder was brought that such indemnitee is
entitled to indemnification hereunder or, (ii) in the absence of such a
decision, by (1) a majority vote of a quorum of those Trustees who are neither
"interested persons" of the Trust (as defined in Section 2(a)(19) of the 1940
Act) nor parties to the proceeding ("Disinterested Non-Party Trustees"), that
the indemnitee is entitled to indemnification hereunder, or (2) if such quorum
is not obtainable or even if obtainable, if such majority so directs,
independent legal counsel in a written opinion concludes that the indemnitee
should be entitled to indemnification hereunder. All determinations to make
advance payments in connection with the expense of defending any proceeding
shall be authorized and made in accordance with the immediately succeeding
paragraph (c) below.
(c) The Trust shall make advance payments in connection with the expenses of
defending any action with respect to which indemnification might be sought
hereunder if the Trust receives a written affirmation by the indemnitee of the
indemnitee's good faith belief that the standards of conduct necessary for
indemnification have been met and a written undertaking to reimburse the Trust
unless it is subsequently determined that the indemnitee is entitled to such
indemnification and if a majority of the Trustees determine that the applicable
standards of conduct necessary for indemnification appear to have been met. In
addition, at least one of the following conditions must be met: (i) the
indemnitee shall provide adequate security for his undertaking, (ii) the Trust
shall be insured against losses arising by reason of any lawful advances, or
(iii) a majority of a quorum of the Disinterested Non-Party Trustees, or if a
majority vote of such quorum so direct, independent legal counsel in a written
opinion, shall conclude, based on a review of readily available facts (as
opposed to a full trial-type inquiry), that there is substantial reason to
believe that the indemnitee ultimately will be found entitled to
indemnification.
C-3
(d) The rights accruing to any indemnitee under these provisions shall not
exclude any other right which any person may have or hereafter acquire under
this Declaration, the By-Laws of the Trust, any statute, agreement, vote of
stockholders or Trustees who are "disinterested persons" (as defined in Section
2(a)(19) of the 1940 Act) or any other right to which he or she may be lawfully
entitled.
(e) Subject to any limitations provided by the 1940 Act and this
Declaration, the Trust shall have the power and authority to indemnify and
provide for the advance payment of expenses to employees, agents and other
Persons providing services to the Trust or serving in any capacity at the
request of the Trust to the full extent corporations organized under the
Delaware General Corporation Law may indemnify or provide for the advance
payment of expenses for such Persons, provided that such indemnification has
been approved by a majority of the Trustees.
5.3. No Bond Required of Trustees. No Trustee shall, as such, be obligated
to give any bond or other security for the performance of any of his duties
hereunder.
5.4. No Duty of Investigation; Notice in Trust Instruments, etc. No
purchaser, lender, transfer agent or other person dealing with the Trustees or
with any officer, employee or agent of the Trust shall be bound to make any
inquiry concerning the validity of any transaction purporting to be made by the
Trustees or by said officer, employee or agent or be liable for the application
of money or property paid, loaned, or delivered to or on the order of the
Trustees or of said officer, employee or agent. Every obligation, contract,
undertaking, instrument, certificate, Share, other security of the Trust, and
every other act or thing whatsoever executed in connection with the Trust shall
be conclusively taken to have been executed or done by the executors thereof
only in their capacity as Trustees under this Declaration or in their capacity
as officers, employees or agents of the Trust. The Trustees may maintain
insurance for the protection of the Trust Property, its Shareholders, Trustees,
officers, employees and agents in such amount as the Trustees shall deem
adequate to cover possible tort liability, and such other insurance as the
Trustees in their sole judgment shall deem advisable or is required by the 1940
Act.
5.5. Reliance on Experts, etc. Each Trustee and officer or employee of the
Trust shall, in the performance of its duties, be fully and completely
justified and protected with regard to any act or any failure to act resulting
from reliance in good faith upon the books of account or other records of the
Trust, upon an opinion of counsel, or upon reports made to the Trust by any of
the Trust's officers or employees or by any advisor, administrator, manager,
distributor, selected dealer, accountant, appraiser or other expert or
consultant selected with reasonable care by the Trustees, officers or employees
of the Trust, regardless of whether such counsel or expert may also be a
Trustee.
Insofar as indemnification for liabilities arising under the Act, may be
permitted to Trustees, officers and controlling persons of the Trust, pursuant
to the foregoing provisions or otherwise, the Trust has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a Trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue. Reference is made to Article 8 of the
underwriting agreement attached as Exhibit (h), which is incorporated herein by
reference.
Item 30. Business and Other Connections of Investment Advisor
Not Applicable
C-4
Item 31. Location of Accounts and Records
The Registrant's accounts, books and other documents are currently located
at the offices of the Registrant, c/o BlackRock Advisors, Inc., 100 Bellevue
Parkway, Wilmington, Delaware 19809 and at the offices of State Street Bank and
Trust Company, the Registrant's Custodian, and EquiServe Trust Company, N.A.,
the Registrant's Transfer Agent and Dividend Disbursing Agent.
Item 32. Management Services
Not Applicable
Item 33. Undertakings
(1) The Registrant hereby undertakes to suspend the offering of its units
until it amends its prospectus if (a) subsequent to the effective date of its
registration statement, the net asset value declines more than 10 percent from
its net asset value as of the effective date of the Registration Statement or
(b) the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.
(2) Not applicable
(3) Not applicable
(4) Not applicable
(5) (a) For the purposes of determining any liability under the Securities
Act of 1933, the information omitted form the form of prospectus filed as part
of a registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the Registrant under Rule 497(h) under the
Securities Act of 1933 shall be deemed to be part of the Registration Statement
as of the time it was declared effective.
(b) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered there in, and the offering of the securities at that
time shall be deemed to be the initial bonafide offering thereof.
(6) The Registrant under takes to send by first class mail or other means
designed to ensure equally prompt delivery within two business days of receipt
of a written or oral request, any Statement of Additional Information.
C-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed o n its behalf by the undersigned,
thereunto duly authorized, in the City of New York, and State of New York, on
the 26th day of July, 2001.
/s/ Ralph L. Schlosstein
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Ralph L. Schlosstein
President, Chief Executive Officer
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities set forth below on the 26th day of July, 2001.
Name Title
---- -----
* Trustee and President, Chief
___________________________________________ Executive Officer and Chief Financial
Ralph L. Schlosstein Officer
* Treasurer
___________________________________________
Henry Gabbay
* Trustee
___________________________________________
Andrew F. Brimmer
* Trustee
___________________________________________
Richard E. Cavanagh
* Trustee
___________________________________________
Kent Dixon
* Trustee
___________________________________________
Frank J. Fabozzi
* Trustee
___________________________________________
Laurence D. Fink
* Trustee
___________________________________________
James Clayburn La Force, Jr.
* Trustee
___________________________________________
Walter F . Mondale
/s/ Ralph L. Schlosstein
*By: ______________________________________
Ralph L. Schlosstein
Attorney-in-fact
C-6
INDEX TO EXHIBITS
(l) Opinion and Consent of Counsel to the Trust.
(n) Consent of Independent Public Accountants.