SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13G
(RULE 13D-102)
INFORMATION STATEMENT PURSUANT TO RULE 13D-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
BLACKROCK, INC.
---------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
09247X101
---------
(CUSIP Number)
December 31, 2003
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
CUSIP No. 461915100 Page 1 of 9 Pages
1) Names of Reporting Persons
IRS Identification No. Of Above Persons
The PNC Financial Services Group, Inc.
(formerly, PNC Bank Corp.) 25-1435979
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [ ]
b) [ ]
3) SEC USE ONLY
4) Citizenship or Place of Organization Pennsylvania
Number of Shares 5) Sole Voting Power 45,198,063
Beneficially Owned 6) Shared Voting Power -0-
By Each Reporting 7) Sole Dispositive Power 44,937,800
Person With 8) Shared Dispositive Power 6,500
9) Aggregate Amount Beneficially Owned by Each Reporting Person 45,198,063*
*See the response to Item 4.
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See Instructions [ ]
11) Percent of Class Represented by Amount in Row (9) 70.42*
*See the response to Item 4.
12) Type of Reporting Person (See Instructions) HC
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13G
(RULE 13D-102)
INFORMATION STATEMENT PURSUANT TO RULE 13D-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
BLACKROCK, INC.
---------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
09247X101
---------
(CUSIP Number)
December 31, 2003
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
CUSIP No. 461915100 Page 2 of 9 Pages
1) Names of Reporting Persons
IRS Identification No. Of Above Persons
PNC Bancorp, Inc. 51-0326854
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [ ]
b) [ ]
3) SEC USE ONLY
4) Citizenship or Place of Organization Delaware
Number of Shares 5) Sole Voting Power 45,191,563
Beneficially Owned 6) Shared Voting Power -0-
By Each Reporting 7) Sole Dispositive Power 44,937,800
Person With 8) Shared Dispositive Power -0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person 45,191,563*
*See the response to Item 4.
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See Instructions [ ]
11) Percent of Class Represented by Amount in Row (9) 70.41*
*See the response to Item 4.
12) Type of Reporting Person (See Instructions) HC
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13G
(RULE 13D-102)
INFORMATION STATEMENT PURSUANT TO RULE 13D-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
BLACKROCK, INC.
---------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
09247X101
---------
(CUSIP Number)
December 31, 2003
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
CUSIP No. 461915100 Page 3 of 9 Pages
1) Names of Reporting Persons
IRS Identification No. Of Above Persons
PNC Bank, National Association 22-1146430
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [ ]
b) [ ]
3) SEC USE ONLY
4) Citizenship or Place of Organization United States
Number of Shares 5) Sole Voting Power 45,191,563
Beneficially Owned 6) Shared Voting Power -0-
By Each Reporting 7) Sole Dispositive Power 44,937,800
Person With 8) Shared Dispositive Power -0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person 45,191,563*
*See the response to Item 4.
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See Instructions [ ]
11) Percent of Class Represented by Amount in Row (9) 70.41*
*See the response to Item 4.
12) Type of Reporting Person (See Instructions) BK
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13G
(RULE 13D-102)
INFORMATION STATEMENT PURSUANT TO RULE 13D-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
BLACKROCK, INC.
---------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
09247X101
---------
(CUSIP Number)
December 31, 2003
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
CUSIP No. 461915100 Page 4 of 9 Pages
1) Names of Reporting Persons
IRS Identification No. Of Above Persons
PNC Asset Management, Inc. 51-0380821
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [ ]
b) [ ]
3) SEC USE ONLY
4) Citizenship or Place of Organization Delaware
Number of Shares 5) Sole Voting Power 44,935,000
Beneficially Owned 6) Shared Voting Power -0-
By Each Reporting 7) Sole Dispositive Power 44,935,000
Person With 8) Shared Dispositive Power -0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person 44,935,000*
*See the response to Item 4.
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See Instructions [ ]
11) Percent of Class Represented by Amount in Row (9) 70.02*
*See the response to Item 4.
12) Type of Reporting Person (See Instructions) HC
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13G
(RULE 13D-102)
INFORMATION STATEMENT PURSUANT TO RULE 13D-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
BLACKROCK, INC.
---------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
09247X101
---------
(CUSIP Number)
December 31, 2003
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
CUSIP No. 225646108 Page 5 of 9 Pages
1) Names of Reporting Persons
IRS Identification No. Of Above Persons
J.J.B. Hilliard, W.L. Lyons, Inc. 61-0734935
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [ ]
b) [ ]
3) SEC USE ONLY
4) Citizenship or Place of Organization Kentucky
Number of Shares 5) Sole Voting Power 6,500
Beneficially Owned 6) Shared Voting Power -0-
By Each Reporting 7) Sole Dispositive Power -0-
Person With 8) Shared Dispositive Power 6,500
9) Aggregate Amount Beneficially Owned by Each Reporting Person
6,500*
*See the response to Item 4.
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See Instructions [ ]
11) Percent of Class Represented by Amount in Row (9)
Less than 0.01*
*See the response to Item 4.
12) Type of Reporting Person (See Instructions) IA
Page 6 of 9 Pages
ITEM 2(a) - NAME OF PERSON FILING:
The PNC Financial Services Group, Inc.; PNC Bancorp, Inc.; PNC Bank,
National Association;
PNC Asset Management, Inc.; and J.J.B. Hilliard, W.L. Lyons, Inc.
ITEM 2(b) - ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The PNC Financial Services Group, Inc. - One PNC Plaza, 249 Fifth Avenue,
Pittsburgh, PA 15222-2707
PNC Bancorp, Inc. - 300 Delaware Avenue, Suite 304, Wilmington, DE 19801
PNC Bank, National Association - One PNC Plaza, 249 Fifth Avenue,
Pittsburgh, PA 15222-2707
PNC Asset Management, Inc. - 300 Delaware Avenue, Suite 304, Wilmington, DE
19801
J.J.B. Hilliard, W.L. Lyons, Inc. - 501 South 4th Avenue, Louisville, KY
40202-2517
ITEM 2(c) - CITIZENSHIP:
The PNC Financial Services Group, Inc. - Pennsylvania
PNC Bancorp, Inc. - Delaware
PNC Bank, National Association - United States
PNC Asset Management, Inc. - Delaware
J.J.B. Hilliard, W.L. Lyons, Inc. - Kentucky
ITEM 3 - IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act;
(b) [X] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Exchange Act;
(d) [ ] Investment Company registered under Section 8 of the Investment Company
Act;
(e) [X] An Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An Employee Benefit Plan or Endowment Fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [X] A Parent Holding Company or Control Person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [ ] A Savings Association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
(i) [ ] A Church Plan that is excluded from the definition of an Investment
Company under Section 3(c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ]
ITEM 4 - OWNERSHIP:
The following information is as of December 31, 2003:
(a) Amount Beneficially Owned: 45,198,063 shares*
(b) Percent of Class: 70.42
(c) Number of shares to which such person has:
(i) sole power to vote or to direct the vote 45,198,063
(ii) shared power to vote or to direct the vote -0-
(iii) sole power to dispose or to direct the disposition of 44,937,800
(iv) shared power to dispose or to direct the disposition of 6,500
*Of the total shares of Common Stock reported herein, 40,000,000 shares are
Page 7 of 9 Pages
Common Stock B and 4,935,000 shares are Common Stock A all held by PNC Asset
Management, Inc. The Common Stock B is convertible into Common Stock A on a 1
for 1 basis pursuant to the terms of the Common Stock. The 4,935,000 shares of
Common Stock A reported herein were converted from Common Stock B shares as of
December 31, 2001. The percentage reported herein is based on 64,179,035 shares
of Common Stock outstanding at October 31, 2003 (18,340,975 shares of Common
Stock A and 45,838,060 shares of Common Stock B). On this basis, PNC Asset
Management, Inc. holds 26.91% of the Common Stock A and 87.26% of the Common
Stock B.
Of the total shares reported herein, 6,500 shares of Class A Common Stock are
held in accounts at J.J.B. Hilliard, W.L. Lyons, Inc. in a fiduciary capacity.
Of the total shares reported herein, 256,563 shares of Class A Common Stock are
held in accounts at PNC Bank, National Association in a fiduciary capacity.
ITEM 7 - IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Included are the following subsidiaries of The PNC Financial Services Group,
Inc. - HC:
PNC Bancorp, Inc. - HC (wholly owned subsidiary of The PNC Financial Services
Group, Inc.)
PNC Bank, National Association - BK (wholly owned subsidiary of PNC Bancorp,
Inc.)
PNC Asset Management, Inc. - HC (indirect wholly owned subsidiary of PNC Bank,
National Association)
J.J.B. Hilliard, W.L. Lyons, Inc. - IA (indirect wholly owned subsidiary of The
PNC Financial Services Group, Inc.)
ITEM 10 - CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
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.
February 10, 2004 February 10, 2004
- -------------------------------------------------- ------------------------------------------
Date Date
By: /s/ Joan L. Gulley By: /s/ Joan L. Gulley
- -------------------------------------------------- ------------------------------------------
Signature - The PNC Financial Services Group, Inc. Signature - PNC Bank, National Association
Joan L. Gulley, Vice President Joan L. Gulley, Executive Vice President
- -------------------------------------------------- ------------------------------------------
Name & Title Name & Title
February 10, 2004 February 10, 2004
- -------------------------------------------------- ------------------------------------------
Date Date
By: /s/ Maria C. Schaffer By: /s/ Maria C. Schaffer
- -------------------------------------------------- ------------------------------------------
Signature - PNC Bancorp, Inc. Signature - PNC Asset Management, Inc.
Maria C. Schaffer, Executive Vice President Maria C. Schaffer, Controller & Treasurer
- -------------------------------------------------- ------------------------------------------
Name & Title Name & Title
Page 8 of 9 Pages
February 10, 2004
- ---------------------------------------------
Date
By: /s/ James R. Allen
- ---------------------------------------------
Signature - J.J.B. Hilliard, W.L. Lyons, Inc.
James R. Allen, President
- ---------------------------------------------
Name & Title
AN AGREEMENT TO FILE A JOINT STATEMENT FOR
THE PNC FINANCIAL SERVICES GROUP, INC.,
PNC BANCORP, INC., PNC BANK, NATIONAL ASSOCIATION AND
PNC ASSET MANAGEMENT, INC.
WAS PREVIOUSLY FILED AS EXHIBIT A TO SCHEDULE 13G
Page 9 of 9 Pages
EXHIBIT A
AGREEMENT
February 10, 2004
The undersigned hereby agrees to file a joint statement on Schedule 13G
under the Securities and Exchange Act of 1934, as amended (the "Act") in
connection with their beneficial ownership of common stock issued by BlackRock,
Inc.
The undersigned states that it is entitled to individually use Schedule 13G
pursuant to Rule 13d-1(c) of the Act.
The undersigned is responsible for the timely filing of the statement and
any amendments thereto, and for the completeness and accuracy of the information
contained therein but is not responsible for the completeness or accuracy of the
information concerning the other joint filers.
This Agreement applies to any amendments to Schedule 13G.
J.J.B. HILLIARD, W.L. LYONS, INC.
BY: /s/ James R. Allen
--------------------------------
James R. Allen, President