UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)1
BlackRock
Kelso Capital Corporation
(Name of
Issuer)
COMMON STOCK
(Title of
Class of Securities)
092533108
(CUSIP
Number)
February 19, 2009
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
x
Rule 13d-1(b)
o Rule
13d-1(c)
o
Rule 13d-1(d)
1 The remainder of this
cover page shall be filled out for a reporting person’s initial filing on this
form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a
prior cover page.
The information required in the
remainder of this cover page shall not be deemed to be “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
Page 1 of
9 Pages
|
CUSIP
No. 092533108
|
SCHEDULE
13G
|
Page 2 of
9
|
| 1. | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Summer
Street BRK Investors, LLC
I.R.S. # 14-6015763
|
||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
* |
||||
|
(a) o
|
|||||
|
(b) x
|
|||||
| 3. | SEC USE ONLY | ||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| State of Delaware | |||||
| 5. | SOLE VOTING POWER | ||||
|
NUMBER OF
|
None | ||||
|
SHARES
|
6. | SHARED VOTING POWER | |||
|
BENEFICIALLY
|
|||||
|
OWNED BY
|
6,159,270 | ||||
|
EACH
|
7. | SOLE DISPOSITIVE POWER | |||
|
REPORTING
|
|||||
|
PERSON
|
None | ||||
|
WITH:
|
8. | SHARED DISPOSITIVE POWER | |||
| 6,159,270 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 61,59,270 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
|
o
|
|||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
| 11% 2 | |||||
| 12. | TYPE OF REPORTING PERSON * | ||||
| CO | |||||
2 This percentage is based
on 55,423,416 shares of Common Stock outstanding as of November 6, 2008, as set
forth in the Issuer’s Form 10-Q for
the quarterly period ended September 30, 2008.
Page 2 of
9 Pages
|
CUSIP
No. 092533108
|
SCHEDULE
13G
|
Page 3 of
9
|
| 1. | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). General
Electric Pension Trust
I.R.S. # 14-6015763
|
||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
* |
||||
|
(a) o
|
|||||
|
(b) x
|
|||||
| 3. | SEC USE ONLY | ||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| State of New York | |||||
| 5. | SOLE VOTING POWER | ||||
|
NUMBER OF
|
None | ||||
|
SHARES
|
6. | SHARED VOTING POWER | |||
|
BENEFICIALLY
|
|||||
|
OWNED BY
|
6,159,270 | ||||
|
EACH
|
7. | SOLE DISPOSITIVE POWER | |||
|
REPORTING
|
|||||
|
PERSON
|
None | ||||
|
WITH:
|
8. | SHARED DISPOSITIVE POWER | |||
| 6,159,270 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 61,59,270 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
|
o
|
|||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
| 11% 3 | |||||
| 12. | TYPE OF REPORTING PERSON * | ||||
| CO | |||||
3 This percentage is based
on 55,423,416 shares of Common Stock outstanding as of November 6, 2008, as set
forth in the Issuer’s Form 10-Q for the quarterly period ended September 30,
2008.
Page 3 of
9 Pages
|
CUSIP
No. 092533108
|
SCHEDULE
13G
|
Page 4 of
9
|
| 1. | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). GE
Asset Management Incorporated
I.R.S. # 06-1238874
|
||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
* |
||||
|
(a) o
|
|||||
|
(b) x
|
|||||
| 3. | SEC USE ONLY | ||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| State of Delaware | |||||
| 5. | SOLE VOTING POWER | ||||
|
NUMBER OF
|
None | ||||
|
SHARES
|
6. | SHARED VOTING POWER | |||
|
BENEFICIALLY
|
|||||
|
OWNED BY
|
6,159,270 | ||||
|
EACH
|
7. | SOLE DISPOSITIVE POWER | |||
|
REPORTING
|
|||||
|
PERSON
|
None | ||||
|
WITH:
|
8. | SHARED DISPOSITIVE POWER | |||
| 6,159,270 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 61,59,270 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
|
o
|
|||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
| 11% 4 | |||||
| 12. | TYPE OF REPORTING PERSON * | ||||
| IA, CO | |||||
4 This percentage is based
on 55,423,416 shares of Common Stock outstanding as of November 6, 2008, as set
forth in the Issuer’s Form 10-Q for the quarterly period ended September 30,
2008.
Page 4 of
9 Pages
|
CUSIP
No. 092533108
|
SCHEDULE
13G
|
Page 5 of
9
|
| 1. | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). General
Electric Company
I.R.S. # 14-0689340
|
||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
* |
||||
|
(a) o
|
|||||
|
(b) x
|
|||||
| 3. | SEC USE ONLY | ||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| State of New York | |||||
| 5. | SOLE VOTING POWER | ||||
|
NUMBER OF
|
None | ||||
|
SHARES
|
6. | SHARED VOTING POWER | |||
|
BENEFICIALLY
|
|||||
|
OWNED BY
|
Disclaimed (see 9 below) | ||||
|
EACH
|
7. | SOLE DISPOSITIVE POWER | |||
|
REPORTING
|
|||||
|
PERSON
|
None | ||||
|
WITH:
|
8. | SHARED DISPOSITIVE POWER | |||
| Disclaimed (see 9 below) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| Beneficial ownership of all shares disclaimed by General Electric Company | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
|
x
Disclaimed (see 9 above)
|
|||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
| Not Applicable (see 9 above) | |||||
| 12. | TYPE OF REPORTING PERSON * | ||||
| CO | |||||
*
SEE INSTRUCTIONS BEFORE FILING OUT!
Page 5 of
9 Pages
|
CUSIP No.
092533108
|
SCHEDULE
13G
|
Page 6 of
9
|
INTRODUCTORY
NOTE: This Schedule 13G is filed on behalf of Summer Street BRK
Investors, LLC, a Delaware limited liability company (“Summer Street”), General
Electric Pension Trust, a trust organized under the laws of the State of New
York (“GEPT”), General Electric Company, a New York corporation ("GE") and GE
Asset Management Incorporated, a Delaware corporation and a wholly owned
subsidiary of GE ("GEAM", and together with Summer Street, GEPT and GE, the
“Reporting Persons”). Summer Street is the registered holder of
shares of Common Stock of the Issuer. GEPT is the sole member of
Summer Street. GEAM is a registered investment adviser and acts as
Manager of Summer Street and investment manager for GEPT. Summer
Street, GEPT, GEAM and GE expressly disclaim that they are members of a
"group." GE disclaims beneficial ownership of all
shares.
|
Item
1(a)
|
Name of
Issuer
|
BlackRock
Capital Corporation
|
Item
1(b)
|
Address of Issuer’s
Principal Executive Office:
|
40 East
52nd
Street, New York, NY 10022
|
Item
2(a)
|
Name of Person
Filing
|
Summer
Street BRK Investors, LLC
General
Electric Pension Trust
GE
Asset Management Incorporated
General
Electric Company
|
Item
2(b)
|
Address of Principal
Business Office or, if none,
Residence
|
The
address of the principal offices of Summer Street, GEPT and GEAM is 3001 Summer
Street, Stamford, Connecticut 06905. The address of the principal
offices of General Electric Company is 3135 Easton Turnpike, Fairfield,
Connecticut 06431.
|
Item
2(c)
|
Citizenship
|
Summer
Street BRK Investors, LLC – Delaware limited liability
company
General
Electric Pension Trust – New York common law trust
GE Asset
Management Incorporated - Delaware corporation
General
Electric Company - New York corporation
|
Item
2(d)
|
Title of Class of
Securities
|
Common
Stock
|
Item
2(e)
|
CUSIP
Number
|
092533108
Page 6 of
9 Pages
|
CUSIP
No. 092533108
|
SCHEDULE
13G
|
Page 7 of
9
|
|
Item
3
|
If this statement is
filed pursuant to §§240.13d-1(b) or 240.13-2(b) or (c), check whether the
person filing is a:
|
|
|
Item
3 is not applicable.
|
|
Item
4
|
Ownership
|
|
Summer
Street
|
GEPT
|
GEAM
|
GE
|
||
| (a) |
Amount
beneficially owned
|
6,159,270
|
6,159,270
|
6,159,270
|
Disclaimed
|
| (b) |
Percent
of class
|
11%
|
11%
|
11%
|
Disclaimed
|
| (c) |
No.
of shares to which person has
|
||||
|
(i)
sole power to vote or direct the vote
|
None
|
None
|
None
|
None
|
|
|
(ii)
shared power to vote or direct the vote
|
6,159,270
|
6,159,270
|
6,159,270
|
Disclaimed
|
|
|
(iii)
sole power to dispose or to direct disposition
|
None
|
None
|
None
|
None
|
|
|
(iv)
shared power to dispose or to direct disposition
|
6,159,270
|
6,159,270
|
6,159,270
|
Disclaimed
|
|
Item
5
|
Ownership of Five
Percent or Less of a Class: Not
applicable.
|
|
Item
6
|
Ownership of More than
Five Percent or Behalf of Another Person: Not
applicable.
|
|
Item
7
|
Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company
|
See
disclosure in Introductory Note herein.
|
Item
8
|
Identification and
Classification of Members of the Group: Not
applicable.
|
|
Item
9
|
Notice of Dissolution
of a Group: Not applicable.
|
|
Item
10
|
Certification
|
By
signing below, each person signing on behalf of the Reporting Persons certifies
that, to the best of his knowledge and belief, the securities referred to above
were acquired and are 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.
Page 7 of
9 Pages
|
CUSIP
No. 092533108
|
SCHEDULE
13G
|
Page 8 of
9
|
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.
Date: February
19, 2009
| SUMMER STREET BRK INVESTORS, LLC | ||
| |
By: |
GE Asset Management
Incorporated, its Manager
|
| By: | /s/ Daniel L. Furman | |
|
Name: Daniel L. Furman |
||
| Title: Vice President | ||
| GENERAL ELECTRIC PENSION TRUST | ||
| |
By: |
GE Asset Management
Incorporated, its Investment Manager
|
| By: | /s/ Daniel L. Furman | |
|
Name: Daniel L. Furman |
||
| Title: Vice President | ||
|
GE
ASSET MANAGEMENT INCORPORATED
|
||
| |
||
| By: | /s/ Daniel L. Furman | |
|
Name: Daniel L. Furman |
||
| Title: Vice President | ||
|
GENERAL
ELECTRIC COMPANY
|
||
| |
||
| By: | /s/ James W. Ireland | |
|
Name: James W. Ireland |
||
| Title: Vice President | ||
Page 8 of
9 Pages
|
CUSIP
No. 092533108
|
SCHEDULE
13G
|
Page 9 of
9
|
Schedule
I
JOINT FILING
AGREEMENT
This will
confirm the agreement by and between all the undersigned that the Schedule 13G
on or about this date and any amendments thereto with respect to the beneficial
ownership by the undersigned of shares of the Common Stock of BlackRock Capital
Corporation is being filed on behalf of each of the undersigned.
Date: February
19, 2009
| SUMMER STREET BRK INVESTORS, LLC | ||
| |
By: |
GE Asset Management
Incorporated, its Manager
|
| By: | /s/ Daniel L. Furman | |
|
Name: Daniel L. Furman |
||
| Title: Vice President | ||
| GENERAL ELECTRIC PENSION TRUST | ||
| |
By: |
GE Asset Management
Incorporated, its Investment Manager
|
| By: | /s/ Daniel L. Furman | |
|
Name: Daniel L. Furman |
||
| Title: Vice President | ||
|
GE
ASSET MANAGEMENT INCORPORATED
|
||
| |
||
| By: | /s/ Daniel L. Furman | |
|
Name: Daniel L. Furman |
||
| Title: Vice President | ||
|
GENERAL
ELECTRIC COMPANY
|
||
| |
||
| By: | /s/ James W. Ireland | |
|
Name: James W. Ireland |
||
| Title: Vice President | ||
Page 9 of 9 Pages