UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 28, 2002
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
BLACKROCK, INC.
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(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER: 001-15305
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DELAWARE 51-0380803
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
345 Park Avenue
New York, NY 10154
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(Address of principal executive offices)
(Zip Code)
(212) 754-5560
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(Registrant's telephone number, including area code)
_____________________________
(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Ernst & Young LLP has been the independent auditor of BlackRock, Inc.'s
("BlackRock") consolidated financial statements. Ernst & Young LLP also provides
internal audit services to BlackRock. Under rule amendments regarding auditor
independence adopted by the Securities and Exchange Commission, beginning August
5, 2002, independent accountants will no longer be permitted to provide audit
clients with certain non-audit services.
Accordingly, BlackRock has decided to have separate internal and independent
audit providers commencing with fiscal 2002. BlackRock has engaged Deloitte &
Touche LLP, effective February 28, 2002, as BlackRock's principal accountants to
audit BlackRock's 2002 financial statements. These actions were recommended by
the Audit Committee and approved by BlackRock's Board of Directors on February
28, 2002. Ernst & Young LLP will continue to perform various internal audit
services for BlackRock.
Ernst & Young LLP's reports on BlackRock's financial statements for the
past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles. During the two most recent fiscal years and any
subsequent interim period preceding February 28, 2002, (i) there were no
disagreements with Ernst & Young LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Ernst & Young LLP, would
have caused Ernst & Young LLP to make a reference to the subject matter of the
disagreement in connection with its reports in the financial statements for such
years, and (ii) there were no reportable events as defined in Item 304(a)(1)(v)
of Regulation S-K. BlackRock has provided Ernst & Young LLP with a copy of this
report and has requested that Ernst & Young LLP furnish it with the letter
described in Item 304(a)(3) of Regulation S-K. A copy of the letter from Ernst &
Young LLP to the Securities and Exchange Commission described in Item 304(a)(3)
of Regulation S-K is filed as Exhibit 16 hereto. Upon the completion of Ernst &
Young LLP's audit of BlackRock's 2001 financial Statements, BlackRock will
request that Ernst & Young LLP provide it with an updated letter described in
Item 304(a)(3) of Regulation S-K and will include such letter as an exhibit to
BlackRock's Annual Report on Form 10-K for the year ended December 31, 2001.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
The Exhibit listed on the Exhibit Index on page 4 of this Form 8-K
is filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BlackRock, Inc.
(Registrant)
Date: February 28, 2002 By: /s/ Paul L. Audet
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Paul L. Audet
Managing Director and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit 16 Letter from Ernst & Young LLP pursuant to Item 304(a)(3) of
Regulation S-K