SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BlackRock Municipal 2018 Term Trust
(Name of Issuer)
Auction Rate Preferred Stock
(Title of Class of Securities)
09249C205
(CUSIP Number)
Phillip Goldstein
Brooklyn Capital Management, LLC
Park 80 West, 250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
(201)556-0092
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
02/11/2011
(Date of Event Which Requires Filing of This Statement)
1. NAME OF REPORTING PERSON
Special Opportunities Fund, Inc.
Brooklyn Capital Management LLC
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
100
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
100
_______________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
100
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
1.87%
14. TYPE OF REPORTING PERSON
IA
_______________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Auction Rate Preferred
Stock of Blackrock Municipal 2018 Term Trust
("BPK" or the "Issuer").
(a) The principal executive offices of BPK are located at
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
(b) CUSIP number:09249C205
Item 2. IDENTITY AND BACKGROUND
Special Opportunities Fund, Inc.,
615 East Michigan Street, Milwaukee, WI 53202.
Brooklyn Capital Management LLC
Park 80 West, 250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of managed
accounts.
ITEM 4. PURPOSE OF TRANSACTION
See exhibit A.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per the N-CSRS filed on September 2, 2010, there were 5,354 shares of Auction
Rate Preferred outstanding as of 06/30/2010. The percentage set forth in item 5
was derived using such number. Special Opportunities Fund, Inc. beneficially
owns 100 shares of BPK or 1.87% of the outstanding shares. Power to dispose of
and vote securities resides with Brooklyn Capital Management.
c) During the past 60 days no shares of BPK Auction Rate Preferred
were purchased.
d) Beneficiaries of managed accounts are entitled to receive any
dividends or sales proceeds.
e) NA
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 2/17/11
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /s/ Andrew Dakos
Name: Andrew Dakos
Exhibit A:
Special Opportunities Fund, Inc.
615 East Michigan Street
Milwaukee, WI 53202
Brooklyn Capital Management LLC
Park 80 West, 250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
(201) 556-0092 // Fax: (201) 556-0097
pgoldstein@brooklyncapitalmanagement.com
February 11, 2011
BlackRock California Municipal 2018 Term Trust
BlackRock Municipal 2018 Term Trust
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
Attention: Howard B. Surloff, Secretary
Advance Notice of Nomination of Director and Proposals
Dear Mr. Surloff:
Special Opportunities Fund, Inc. ("SPE") beneficially owns 100 shares of
auction rate preferred stock (the "Shares"), of each of BlackRock
California Municipal 2018 Term Trust and BlackRock Municipal 2018 Term
Trust (each, a "Company" and collectively, the "Companies").
Brooklyn Capital Management LLC is the investment advisor to SPE.
Cede & Co., the nominee of The Depository Trust Company ("Cede"),
is the holder of record of the Shares. We have been informed that the
Companies do not permit a beneficial holder like SPE to register the
Shares in its own name.
SPE would like to assert its right to nominate a director and present
proposals at each Company's 2011 annual meeting of shareholders
(the "Annual Meeting"). Given the timing of the Companies' surprise
announcement at 4:27 p.m. on Friday, February 4, 2011 of the annual
shareholder meeting, it is not feasible for SPE to obtain and have
delivered an advance notice letter from Cede by the required
(very tight) deadline of February 14, 2011. Therefore, we request that
the boards of the Companies waive that requirement and accept this
letter as constituting adequate notice of SPEs intent to nominate a
director and present proposals at the Annual Meeting. If the boards agree
to do so we will be pleased to provide additional proof of SPEs beneficial
ownership of the Shares (although we note they are already disclosed in
SPE's latest Form N-Q).
As you know, Section 18(a)(2)(C) of the Investment Company Act of 1940
(the "ICA") entitles the holders of senior securities, voting as a class,
to elect at least two directors of each Company at all times. That right
is unqualified. Hence, any unreasonable impediment that the board of
directors imposes on the right of holders of the Shares to nominate and
elect a director of their choice, as a class, would be a violation of the
law and a breach of fiduciary duty, especially since it is obvious to
everyone, including the board, that the long suffering holders of the Shares
are likely to elect a director that will endeavor to provide them with
liquidity for their Shares. We note that each Company's Trust Agreement
clearly adopts corporate fiduciary duties in Section 3.1 of its Trust
Agreement ("The Trustees shall owe to the Trust and its Shareholders the
same fiduciary duties as owed by directors of corporations to such
corporations and their stockholders under the Delaware General
Corporation Law."). In this regard, we cannot think of any reason for the
board to deny our request that would not constitute a breach of fiduciary
duty.
Assuming the board abides by its fiduciary duty and grants our request to
waive the requirement that Cede provide the required advance notice, SPE
hereby submits this notice to the Companies in accordance with the other
requirements of Sections 6 and 7 of Article I of the Amended and Restated
Bylaws of each Company, dated October 28, 2010.
SPE intends to appear at the Annual Meeting in person or by proxy to
nominate the following person (the "Proposed Nominee") for election by the
shareholders of auction rate preferred stock voting as a class to be a
member of the board of directors of each Company at the Annual Meeting.
Walter S. Baer; Age: 73; Date of Birth: July 27, 1937; Business Address:
Annenberg School for Communications and Journalism, University of
Southern California, Los Angeles, California 90089-0281; Residence Address:
344 S. Canyon View Drive, Los Angeles, California 90049; Nationality:
U.S. Citizen; Shares or derivative instruments ever owned by the Proposed
Nominee or any "Proposed Nominee Associated Person": none; Professional
Experience: Presently a private investor; University of Southern California,
Annenberg School for Communications and Journalism, Senior Fellow;
RAND Corporation, Deputy Vice President and Professor of Policy Analysis,
1990-2004; Times Mirror Company, Director of Advanced Technology, 1981-1989;
Education: University of Wisconsin, Ph.D. (physics),1964, Caltech,
BS (physics), 1959; Directorships/Other: KCRW Public Radio Foundation,
Director, Audit Committee Chair.
SPE believes all of information regarding the Proposed Nominee required by
the Bylaws is set forth above and that (1) the Proposed Nominee meets the
qualifications set forth in Section 1 of Article II, (2) is not an
"interested person" as defined in Section 2(a)(19) of the ICA, and (3) there
is no further affirmative information to report about the Proposed Nominee
relating to Section 7(d)(i) of Article I or otherwise required by the Bylaws
or in solicitations of proxies. The written consent of the Proposed Nominee
to be nominated and to serve as a director of the Company is attached hereto.
SPE believes all of the information about SPE or any Shareholder Associated
Person required by the Bylaws is set forth above and that there is no further
affirmative information to report about SPE or any Shareholder Associated
Person relating to Section 6(d)(ii) or Section 7(d)(ii) of Article I or
otherwise required by the Bylaws or in solicitations of proxies.
SPE intends to present the following proposals at each Company's Annual
Meeting:
1. The board of directors shall consider taking all steps necessary to
cause the Company to redeem all outstanding auction rate preferred
shares including but not limited to consideration of eliminating all
leverage or replacing such shares with Municipal Term Preferred
Securities (MTPS), Variable Rate Demand Preferred Securities(VRDPS),
or Tender Option Bonds (TOBs), or using bank debt.
2. Notwithstanding anything to the contrary in any of the Company's
organizing documents (i) each director shall promptly review the
Company's bylaws with respect to measures that affect shareholder
democracy, and (ii) any director that votes to adopt or does not
vote to rescind any measure intended to make the election process
prior to or at a shareholder meeting less than scrupulously fair
or that confers or denies any advantage to any candidate or slate
of candidates, shall resign as a director of the Company.
3. Any director of the Company who is elected as a result of a contested
election and who was nominated by a shareholder shall be entitled to
a fee of at least $20,000 per annum for serving as a director.
The purpose of the first proposal is to address the need of shareholders
of the Companies' auction rate preferred shares for liquidity. The purpose
of the second proposal is to insure that all directors of the Company adhere
to a fiduciary standard of scrupulous fairness in connection with shareholder
meetings as established by Delaware case law. The purpose of the third
proposal is to attract qualified opposition nominees for director of the
Company.
Very truly yours,
/s/ Phillip Goldstein,
Chairman of the Board
Special Opportunities Fund, Inc. and
Managing Member
Brooklyn Capital Management LLC