$400,000,000 San Francisco Bay Area Rapid Transit District General Obligation Bonds (Election of 2004), 2007 Series B Ubs Invest

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$400,000,000 San Francisco Bay Area Rapid Transit District General Obligation Bonds (Election of 2004), 2007 Series B Ubs Invest NEW ISSUE — BOOK-ENTRY ONLY RATINGS: S&P: AAA Moody’s: Aa1 Fitch: AAA See “Ratings” herein. In the opinion of Orrick, Herrington & Sutcliffe LLP and of Lofton & Jennings, Co-Bond Counsel to the District, based upon an analysis of existing laws, regulations, rulings and court decisions and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. In the opinion of Co-Bond Counsel, interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Co-Bond Counsel observe that such interest is included in adjusted current earnings in calculating corporate alternative minimum taxable income. Co-Bond Counsel express no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. See “TAX MATTERS” herein. $400,000,000 SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT GENERAL OBLIGATION BONDS (ELECTION OF 2004), 2007 SERIES B Dated: Date of Delivery Due: August 1, as shown below The San Francisco Bay Area Rapid Transit District General Obligation Bonds (Election of 2004), 2007 Series B (the “Bonds”) are deliverable in fully registered form and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Individual purchases of Bonds will be made in principal amounts of $5,000 and integral multiples thereof and will be in book-entry form only. Purchasers of Bonds will not receive bonds representing their beneficial ownership in the Bonds but will receive a credit balance on the books of their respective DTC Direct Participants or DTC Indirect Participants. The Bonds will not be transferable or exchangeable except for transfer to another nominee of DTC or as otherwise described herein. Interest on the Bonds, which is payable on February 1 and August 1 of each year, commencing February 1, 2008, and principal on the Bonds is payable by The Bank of New York Trust Company, N. A., as paying agent (the “Paying Agent”), to Cede & Co., and such interest and principal payments are to be disbursed to the beneficial owners of the Bonds through their respective DTC Direct Participants or DTC Indirect Participants. The Bonds are general obligations of the San Francisco Bay Area Rapid Transit District (the “District”), payable from and secured solely by ad valorem taxes upon all property subject to taxation by the District, without limitation as to rate or amount (except for certain personal property which is taxable at limited rates) levied in Alameda and Contra Costa Counties and the City and County of San Francisco, as more fully described herein. No other revenues of the District are pledged to the payment of the Bonds. The Bonds are subject to optional and mandatory redemption prior to maturity as described herein. The Bonds are being sold to the ABAG Finance Authority for Nonprofit Corporations (the “Authority”) and will be simultaneously resold to the underwriters identified below. This cover page contains certain information for reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. MATURITY SCHEDULE $135,550,000 SERIAL BONDS Maturity Maturity Date Principal Interest Date Principal Interest August 1 Amount Rate Yield CUSIP1 August 1 Amount Rate Yield CUSIP1 2009 $15,230,000 3.600% 3.600% 797661RF4 2020 $ 6,350,000 5.000% 4.260%2 797661RU1 2009 5,260,000 4.000 3.600 797661RG2 2021 170,000 4.375 4.400 797661RV9 2010 5,240,000 4.000 3.650 797661RH0 2021 7,440,000 5.000 4.2802 797661RW7 2011 405,000 3.700 3.700 797661RJ6 2022 200,000 4.400 4.450 797661RX5 2012 900,000 3.750 3.750 797661RK3 2022 8,445,000 5.000 4.3002 797661RY3 2013 1,435,000 4.000 3.830 797661RL1 2023 250,000 4.450 4.480 797661RZ0 2014 2,010,000 4.000 3.920 797661RM9 2023 9,505,000 5.000 4.3302 797661SA4 2015 2,640,000 4.000 3.980 797661RN7 2024 250,000 4.500 4.500 797661SB2 2016 3,315,000 4.000 4.070 797661RP2 2024 10,700,000 5.000 4.3402 797661SC0 2017 4,050,000 4.100 4.130 797661RQ0 2025 12,230,000 5.000 4.3602 797661SD8 2018 4,840,000 4.125 4.200 797661RR8 2026 13,610,000 5.000 4.3802 797661SE6 2019 5,690,000 4.250 4.290 797661RS6 2027 15,085,000 5.000 4.4002 797661SF3 2020 300,000 4.250 4.350 797661RT4 $101,520,000 5.000% Term Bonds due August 1, 2032 to Yield 4.460%2 CUSIP1: 797661SG1 $86,500,000 5.000% Term Bonds due August 1, 2035 to Yield 4.490%2 CUSIP1: 797661SH9 $76,430,000 4.750% Term Bonds due August 1, 2037 to Yield 4.750% CUSIP1: 797661SJ5 The Bonds are offered when, as and if issued and received by the Underwriters, subject to the approving legal opinion of Orrick, Herrington & Sutcliffe LLP, San Francisco, California, and Lofton & Jennings, San Francisco, California, Co-Bond Counsel to the District. Certain legal matters will be passed upon for the Underwriters by Nixon Peabody LLP; for the District by its General Counsel; by Squire, Sanders & Dempsey L.L.P., San Francisco, California, and Alexis S. M. Chiu, Esq., San Francisco, California, Co-Disclosure Counsel to the District; and for the Authority by Jones Hall, A Professional Law Corporation. The Bonds are expected to be delivered through DTC on or about August 2, 2007. UBS INVESTMENT BANK MORGAN STANLEY Backstrom McCarley Berry & Co., LLCJackson Securities Siebert Brandford Shank & Co., LLC The date of this Official Statement is July 25, 2007. 1 Copyright 2007, American Bankers Association. CUSIP numbers are provided by Standard & Poor’s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. and are set forth for convenience only. Neither the District, nor the Authority nor the Underwriters take any responsibility for the accuracy of such CUSIP numbers. 2 Yield calculated to first optional redemption date of August 1, 2017 at 100% of the principal amount, plus accrued interest thereon, without premium. Hwy To BART System Map 80 Sacramento Rodeo Pinole To North Stockton Hercules Hwy Martinez Concord/ Pittsburg/ 4 P Martinez Bay Point P Antioch Hwy Hwy Hwy 80 680 4 Larkspur Concord P San Corte Pablo Madera T Clayton P Richmond Hwy El Cerrito del Norte P Pleasant Hill P Mill 101 Valley El Cerrito Plaza P Hwy North Walnut Creek P 1 Downtown Berkeley P Berkeley Lafayette P Orinda P E Sausalito P Hwy Ashby 24 A West Rockridge P P Oakland S MacArthur (Transfer Station) P Embarcadero 19th St/Oakland T Danville Montgomery St Oakland City Center/12th St (Transfer Station) Powell St Lake Merritt P San Hwy Ramon P B Civic Center 80 Fruitvale San Coliseum/ 16th St Mission P A Francisco Oakland Airport 24th St Mission T AirBART San Leandro P Y Shuttle Dublin/ To Balboa Park P Tracy/ (Transfer Bay Fair P Dublin Pleasanton Stockton Station) Glen Oakland (Transfer Park P International Station) Hwy Airport 580 P Daly Castro Valley P Livermore City South Hwy San San Hayward P 680 P Colma Francisco Francisco Pleasanton P International Hwy South Hayward P Hwy 92 1 San Airport (SFO) P Bruno Hwy 880 Union City P Millbrae P Pacifica T Hwy 680 Fremont Foster Fremont P City Hwy BART Richmond– 84 Irvington Daly City BART Fremont–Daly City Warm Newark Springs BART Richmond–Fremont Hwy 101 BART Pittsburg/Bay Point– Daly City Hwy Hwy Norman Y. BART Dublin/Pleasanton– 280 237 Mineta SFO/Millbrae Santa San Jose Clara International San Joaquin (Amtrak) Airport ACE (Altamont Commuter Express) T San Caltrain P BART Parking Jose N Capitol Corridor (Amtrak) Regional Rail T Transfer Point To © BART 08/2005 (V9/04) Gilroy SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT 300 Lakeside Drive, 23rd Floor Oakland, California 94612 (510) 464-6000 BOARD OF DIRECTORS Lynette Sweet Gail Murray President Vice President Thomas M. Blalock Zoyd Luce James Fang Tom Radulovich Bob Franklin Carole Ward Allen Joel Keller OFFICERS Dorothy W. Dugger – Interim General Manager Scott L. Schroeder – Controller/Treasurer Kenneth A. Duron – District Secretary GENERAL COUNSEL Sherwood G. Wakeman, Esq. PAYING AGENT The Bank of New York Trust Company, N. A. San Francisco, California CO-BOND COUNSEL Orrick, Herrington & Sutcliffe LLP San Francisco, California Lofton & Jennings San Francisco, California CO-DISCLOSURE COUNSEL Squire, Sanders & Dempsey L.L.P. San Francisco, California Alexis S. M. Chiu, Esq. San Francisco, California FINANCIAL ADVISOR Public Financial Management, Inc. San Francisco, California (This page intentionally left blank) TABLE OF CONTENTS Page INTRODUCTION .......................................................................................................................................1 THE BONDS ...............................................................................................................................................2 Purpose and Application of Proceeds .............................................................................................2 Authority for Issuance.....................................................................................................................2 Description of the Bonds ................................................................................................................2 Book-Entry Only System................................................................................................................2
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