PROXY STATEMENT OPPOSING THE SOLICITATION BY THE BOARD OF
DIRECTORS OF THE BLACKROCK NORTH AMERICAN GOVERNMENT INCOME
TRUST INC.
ANNUAL MEETING OF SHAREHOLDERS (To be held on May --, 2001)
My name is Phillip Goldstein. I am sending this proxy
statement and the enclosed GREEN proxy card to holders of record
on March --, 2001 (the "Record Date") of The BlackRock North
American Government Income Trust Inc. ("BNA"). I am soliciting
a proxy to vote your shares at the 2001 Annual Meeting of
Stockholders of BNA (the "Meeting") and at any and all
adjournments or postponements of the Meeting. Please refer to
BNA's proxy soliciting material for additional information
concerning the Meeting and the matters to be considered by the
shareholders.
This proxy statement and the enclosed GREEN proxy card are
first being sent to shareholders of BNA on or about April --,
2001.
INTRODUCTION
There are three matters that BNA has scheduled to be voted
upon at the meeting:
1. The election of three persons to serve as directors of BNA;
2. The ratification of the selection of Deloitte & Touche LLP
as the independent auditors of BNA for the fiscal year
ending October 31, 2001;
3. A stockholder proposal requesting that BNA become open-
ended.
In addition, I intend to present the following proposals:
4. The investment advisory agreement shall be terminated;
5. Unless approved by the shareholders, no legal fees shall be
paid by BNA to pursue any lawsuit against a shareholder
that is reasonably calculated to impede a change in control
of BNA;
6. To approve the reimbursement of my out-of-pocket
solicitation expenses.
I am soliciting a proxy to vote your shares FOR the election
of Andrew Dakos, Gerald Hellerman and me as directors of BNA and
FOR Proposals 3, 4, 5 and 6. I am making no recommendation as
to how your shares should be voted on the ratification of the
selection of BNA's independent auditors.
How Proxies Will Be Voted
All of the matters scheduled by BNA to be voted on at the
meeting are included on the enclosed GREEN proxy card. If you
return a GREEN proxy card to me or to my agent, your shares will
be voted on each matter as you indicate. If you do not indicate
how your shares are to be voted on a matter, they will be voted
FOR the election of my nominees to the Board, FOR Proposals 3,4,
5 and 6 and will NOT VOTE on the ratification of the selection
of BNA's independent auditor.
If you return a GREEN proxy card, you will be granting the
persons named as proxies discretionary authority to vote on any
other matters of which they are not now aware that may come
before the meeting. These may include, among other things,
matters relating to the conduct of the meeting.
Voting Requirements
If a quorum is not present at the meeting the persons named
as proxies may propose one or more adjournments of the meeting
to permit further solicitation of proxies, consideration of
matters of which I am not aware at this time, or negotiations
with the incumbent directors. If an adjournment of the meeting
is proposed, the persons named as proxies on the GREEN proxy
card will vote for or against such adjournment in their
discretion. Please refer to BNA's proxy statement for the
quorum requirements and the voting requirements for each
proposal.
Revocation of Proxies
You may revoke any proxy you give to management or to me at
any time prior to its exercise by (i) delivering a written
revocation of your proxy to BNA; (ii) executing and delivering a
later dated proxy to me or to BNA or to our respective agents;
or (iii) voting in person at the meeting. (Attendance at the
meeting will not in and of itself revoke a proxy.) There is no
limit on the number of times you may revoke your proxy prior to
the meeting. Only the latest dated, properly signed proxy card
will be counted.
Information Concerning the Soliciting Shareholder
The shareholder making this solicitation is Phillip
Goldstein, 60 Heritage Drive, Pleasantville, NY 10570. I am an
investment manager who presently manages investment portfolios
having assets in excess of $60 million. Since December 1, 1992,
I have been the president and 50% shareholder of a company that
serves as the general partner of a private investment
partnership. That partnership is a shareholder in BNA. Since
1996, I have taken an active role in urging the management of
certain registered closed-end investment companies to take
various actions that I believe would benefit their shareholders.
As of April --, 2001, I am deemed to be the beneficial
owner of ------- shares of Common Stock of BNA held in brokerage
accounts by my clients and me, representing approximately --% of
BNA's outstanding Common Stock. Exhibit 1 to this proxy
statement contains a schedule showing my purchases and sales of
Common Stock within the past two years.
REASON FOR THE SOLICITATION
At the meeting, you will be able to vote on a proposal
urging that BNA be open-ended. Last year, shareholders voted in
favor of a similar proposal by a margin of 11.1 million shares
to 7.3 million shares. Despite this overwhelming mandate, the
board did not implement the proposal. I believe that the
directors will not act to open-end BNA because they are loyal to
the investment advisor and open-ending would lead to lower fees
for the advisor. Therefore, I am conducting this solicitation
in order to (1) elect directors who are committed to abiding by
the outcome of another stockholder vote on open-ending and (2)
terminate the advisory contract (and hire another advisor that
would be willing to manage BNA as an open-end fund).
CERTAIN CONSIDERATIONS
In deciding whether to give me your proxy, you should
consider the following:
If my nominees are elected, they will constitute a minority
of the Board. Open-ending requires approval by the Board and
the shareholders and no assurance can be given that such
approvals will be obtained. In addition, various costs, which
would be borne indirectly by shareholders, may be associated
with open-ending, including but not limited to those associated
with holding a special meeting of shareholders. I believe that
such costs are far outweighed by the benefits of open-ending.
While nothing in this life is certain, I believe that if BNA
open-ends, it is highly likely that the value of your shares
will be higher than if it remained a closed-end fund trading at
a significant discount to NAV.
I believe that all shareholders of BNA will benefit from
any actions taken to improve shareholder value or to reduce or
eliminate the discount from NAV. However, my clients who hold
shares of BNA pay me fees. These fees are based upon a share of
the profits each client earns and will be greater if the value
of BNA's shares increases.
ELECTION OF DIRECTORS (Proposal 1)
At the meeting, I will nominate the following persons for
election as directors for a term expiring in 2003.
Name, Address, Age
Principal Business Occupation(s)
Phillip Goldstein (Age 56)
60 Heritage Drive
Pleasantville, NY 10570
Since 1992, Mr. Goldstein has managed investments for a limited
number of clients and has served as the portfolio manager and
president of the general partner of Opportunity Partners, a
private investment partnership. He was a director of Clemente
Strategic Value Fund from 1998 to 2000 and was elected a
director of The Mexico Equity and Income Fund in February 2000,
The Italy Fund in May 2000, and Dresdner RCM Global Strategic
Income Fund in November 2000.
Gerald Hellerman (Age 63)
10965 Eight Bells Lane
Columbia, MD 21044
Managing director of Hellerman Associates, a financial
consulting firm; Trustee of Third Avenue Trust since 1993;
Director of Clemente Strategic Value Fund from 1998-2000.
Andrew Dakos (Age 34)
14 Mill Street
Lodi, NJ 07644
Private investor. Vice President -- Sales, UVitec Printing Ink,
Inc. since 1997, Sales Manager 1992-1997. Director of Dresdner
RCM Global Strategic Income Fund since November 2000.
As of September 15, 2000 Mr. Goldstein and Mr. Dakos
beneficially owned --------- shares and ------------- shares of
BNA respectively. Mr. Hellerman does not currently own any
shares. Other than fees that may be payable by BNA to its
directors, none of my nominees have any arrangement or
understanding with any person with respect to any future
employment by BNA or by any affiliate of BNA.
The persons named as proxies on the enclosed GREEN proxy
card intend, in the absence of contrary instructions, to vote
all proxies they are entitled to vote FOR the election of the
above persons, each of whom have consented to stand for election
and to serve if elected. If any nominee is unable to serve, an
event not now anticipated, the proxies will be voted for such
other person, if any, as is designated by the persons named as
proxies.
RATIFICATION OF THE INDEPENDENT AUDITOR (Proposal 2)
The incumbent board of directors has selected Deloitte &
Touche LLP as the independent auditor of BNA for the fiscal year
ending October 31, 2001. I am making no recommendation on this
proposal. In the absence of contrary instructions, the persons
named as proxies on the GREEN proxy card will NOT VOTE on this
proposal.
A RECOMMENDATION THAT BNA BE OPEN-ENDED (Proposal 3)
Forbes magazine recently said that open-ending is "the best
thing that can happen" to a closed-end fund that trades at a
discount. The supporting and opposition statements appear in
management's proxy statement. I strongly recommend that
shareholders vote FOR open-ending. In the absence of contrary
instructions, the proxies will vote FOR this proposal.
THE INVESTMENT ADVISORY AGREEMENT BETWEEN BLACKROCK ADVISORS AND
BNA SHALL BE TERMINATED (Proposal 4)
The long-term performance of our fund has been poor. Since
BNA's inception, the market price of our shares have lost more
than one third of their value. In addition, the annual dividend
has fallen from $1.20 to $0.84 last year. We received another
unpleasant surprise recently when the dividend was further
reduced to $0.75 per year. Poor price performance and a
declining dividend are good reasons to fire BlackRock as the
investment advisor and select another firm to advise BNA. I
also believe BlackRock is the primary impediment to open-ending.
If BNA open-ended, BlackRock would have to compete with other
advisors for assets and fees. Terminating the advisory
agreement and hiring another advisor will remove this
impediment. In the absence of contrary instructions, the
proxies will vote FOR this proposal.
UNLESS APPROVED BY THE STOCKHOLDERS, NO LEGAL FEES SHALL BE
PAID BY BNA TO PURSUE ANY LAWSUIT AGAINST A SHAREHOLDER THAT IS
REASONABLY CALCULATED TO IMPEDE A CHANGE IN CONTROL OF BNA.
(Proposal 5)
I believe shareholders should be able to democratically
determine the destiny of BNA. However, boards of directors have
been known to initiate a lawsuit designed to impede the
shareholders from ousting them. I believe that these sorts of
lawsuits benefit only the incumbent managers and the lawyers who
litigate them. Shareholders should not have to pay for such a
lawsuit unless they specifically approve it. In the absence of
contrary instructions, the proxies will vote FOR this proposal.
REIMBURSEMENT OF MY OUT-OF-POCKET EXPENSES (Proposal 6)
Because I believe this solicitation will, if successful,
benefit all shareholders by allowing them to vote for proposals
to enhance shareholder value and directors who will carry out
their wishes, I am asking to be reimbursed for my out-of-pocket
expenses, i.e., primarily printing and mailing costs. In the
absence of contrary instructions, the proxies will vote FOR this
proposal.
Initially, I will personally bear all of the expenses related
to this proxy solicitation. I estimate that my expenses will be
about $60,000. As of April --, 2001, my expenses have been
approximately $--------. If I am not reimbursed by BNA, I may
seek reimbursement from one or more of my clients or from the
general partner of the investment partnership that I manage.
THE SOLICITATION
I am making this solicitation personally. Persons affiliated
with or employed by the general partner of the investment
partnership that I manage may assist me in the solicitation of
proxies. They will not receive any special compensation for
their services. Banks, brokerage houses and other custodians,
nominees and fiduciaries will be requested to forward this proxy
statement and the enclosed GREEN proxy card to the beneficial
owners of shares of Common Stock for whom they hold shares of
record. I will reimburse these organizations for their
reasonable out-of-pocket expenses.
I am not and, within the past year, have not been a party to
any contract, arrangement or understanding with any person with
respect to any securities of BNA. In addition, there is no
arrangement or understanding involving me or any affiliate that
relates to future employment by BNA or any future transaction
with BNA.
ADDITIONAL PROPOSALS
I know of no business that will be presented for
consideration at the meeting other than that set forth in this
proxy statement and in BNA's proxy statement. If any other
matters are properly presented for consideration at the meeting,
it is the intention of the persons named as proxies in the
enclosed GREEN proxy card to vote in accordance with their own
best judgment on such matters.
DATED: April --, 2001
EXHIBIT 1: SECURITIES OF BNA PURCHASED OR SOLD
WITHIN THE PAST TWO YEARS BY THE SOLICITING SHAREHOLDER
Except as disclosed in this proxy statement, I have not had
any interest, direct or indirect in BNA. The following table
sets forth certain information with respect to purchases of
shares of Common Stock of BNA within the past two years by me
and by accounts holding shares as to which I am deemed to be the
beneficial owner. (There have been no sales.) Some of the
shares are held in margin accounts, together with other
securities. Therefore, a portion of the purchase price and
market value of the shares may from time to time be represented
by margin borrowings, depending upon the net debit balances, if
any, of the margin accounts, which fluctuate daily.
PROXY CARD
PROXY SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF THE
BLACKROCK NORTH AMERICAN GOVERNMENT INCOME TRUST INC. BY PHILLIP
GOLDSTEIN
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY --, 2001
The undersigned hereby appoints Steven Samuels, Andrew Dakos,
Rajeev Das and Phillip Goldstein, and each of them, as proxies,
with full power of substitution, to attend the Annual Meeting of
Shareholders of The BlackRock North American Government Income
Trust Inc. to be held on May --, 2001 (the "Meeting"), and any
adjournment or postponement thereof, and to vote on all matters
that may come before the Meeting and any such adjournment or
postponement the number of shares that the undersigned would be
entitled to vote, with all the power the undersigned would
possess if present in person, as specified below. The proxies
may vote in their discretion with respect to such other matter
or matters as may come before the Meeting and with respect to
all matters incident to the conduct of the Meeting.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate
[ ].)
1. ELECTION OF PHILLIP GOLDSTEIN, ANDREW DAKOS AND GERALD
HELLERMAN AS DIRECTORS.
FOR all of the nominees listed above [ ]
WITHHOLD AUTHORITY [ ]
(except as indicated to the contrary below)
to vote for all of the nominees listed above
To withhold authority to vote for one or more nominees,
enter the name(s) of the nominee(s) below.
__________________________________________________________
2. To ratify the selection by the Board of Directors of Deloitte
& Touche LLP as BNA's independent accountants for the fiscal
year ending October 31, 2001:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. A stockholder proposal recommending that BNA be open-ended.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. The investment advisory agreement shall be terminated
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. Unless approved by the shareholders, no legal fees shall be
paid by BNA to pursue any lawsuit against a shareholder that
is reasonably calculated to impede a change in control of BNA;
FOR [ ] AGAINST [ ] ABSTAIN [ ]
6. To approve the reimbursement of my out-of-pocket
solicitation expenses.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Important - - Please sign and date below. Your shares will be
voted as directed. If no direction is made, this proxy will be
voted FOR the election of the nominees named above in Proposal 1
and FOR Proposals 3, 4, 5 and 6 and will not vote on Proposal 2.
The undersigned hereby acknowledges receipt of Phillip
Goldstein's proxy statement dated April --, 2001 and revokes any
proxy previously executed.
SIGNATURE(S)__________________________ Dated: _______________