Official Statement, And, If Given Or Made, Such Other Information Or Representation Must Not Be Relied Upon As Having Been Authorized by Any of the Foregoing
Total Page:16
File Type:pdf, Size:1020Kb
In the opinion of Bond Counsel, under existing law and assuming continuing compliance by the Authority with certain covenants which relate to the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), interest on and accruals of original issue discount with respect to the Bonds are excluded from gross income for Federal income tax purposes and are not items of tax preference for purposes of Federal alternative minimum tax; provided, however, that certain federal income tax consequences related to the alternative minimum tax may arise from ownership of the Bonds. The Bonds are exempt from personal property tax in Pennsylvania and the interest on the Bonds is exempt from Pennsylvania corporate net income tax and from Pennsylvania personal income tax (See “Tax Matters” herein). NEW ISSUE – Book-Entry Only RATINGS: See “Ratings of the Bonds” herein THE PITTSBURGH WATER AND SEWER AUTHORITY $50,385,000 Water and Sewer System First Lien Revenue Bonds Series of 2005 Dated: Date of Delivery Due: September 1, of the years shown on inside front cover. The Water and Sewer System First Lien Revenue Bonds, Series of 2005 (the “Bonds”), will be special limited obligations of The Pittsburgh Water and Sewer Authority (the “Authority” or “PWSA”). The Bonds will be issued under a Trust Indenture dated as of October 15, 1993, as amended and supplemented by a First Supplemental Indenture dated as of July 15, 1995, a Second Supplemental Indenture dated as of March 1, 1998, a Third Supplemental Indenture dated as of March 1, 2002, a Fourth Supplemental Indenture dated as of September 15, 2003 and a Fifth Supplemental Indenture dated as of June 1, 2005 (collectively, the “Indenture” or “First Lien Indenture”) between the Authority and J.P. Morgan Trust Company, National Association, as Trustee (the “Trustee”). The Indenture provides that the Bonds shall be secured by a first lien pledge of the Receipts and Revenues of the Authority, after deduction of the proper expenses of the operation, maintenance and repair of the water supply and distribution and wastewater collection systems of the Authority (the “Water and Sewer System”), and reserves therefor as provided in the Indenture. The scheduled payment of the principal of and interest on the Bonds when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the Bonds by MBIA Insurance Corporation. The proceeds of the Bonds will be used (a) to pay for capital improvements to the Authority’s Water and Sewer System; (b) to fund certain capitalized interest; and (c) to pay all costs of issuance with respect to the Bonds. The Bonds are issuable only as fully registered bonds initially registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), New York, New York, which will act as securities depository for the Bonds. Purchasers will not receive certificates representing their ownership interest in the Bonds purchased. So long as Cede & Co. is the registered owner, or nominee of DTC, references herein to “Owners” or “registered owners” shall mean Cede & Co., as aforesaid and shall not mean the Beneficial Owners (as defined herein) of the Bonds. Beneficial ownership of the Bonds may be acquired in denominations of $5,000, principal amount, and any integral multiple thereof. Principal and interest on the Bonds will be paid by the Trustee. So long as DTC or its nominee, Cede & Co., is the registered owner, such payments will be made directly to Cede & Co. Disbursement of such payments to the DTC Participants is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of the DTC Participants and the Indirect Participants, as more fully described herein. Interest will be payable on the Bonds on March 1 and September 1 commencing September 1, 2005 to the registered owners of the Bonds as of the close of business on the fifteenth day of the month preceding the relevant Interest Payment Date (the “Record Date”). Certain Bonds are subject to optional and mandatory redemption as described under the heading “Redemption of the Bonds” herein. THE BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE FROM THE RECEIPTS AND REVENUES PLEDGED THERETO. NEITHER THE CITY OF PITTSBURGH NOR THE COMMONWEALTH OF PENNSYLVANIA NOR ANY POLITICAL SUBDIVISION THEREOF IS OBLIGATED TO PAY THE PRINCIPAL, REDEMPTION PRICE OF, OR INTEREST ON, THE BONDS, AND NEITHER THE FULL FAITH, CREDIT NOR TAXING POWER OF THE CITY OF PITTSBURGH OR THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER POLITICAL SUBDIVISION THEREOF IS PLEDGED TO SUCH PAYMENT. THE AUTHORITY HAS NO TAXING POWER. The Bonds are offered when, as and if issued by the Authority and received by the Underwriters, subject to the receipt of the approving legal opinion of Eckert Seamans Cherin & Mellott, LLC, Bond Counsel. Certain legal matters will be passed upon for the Authority by Thorp, Reed & Armstrong, LLP, for the Underwriters by Buchanan Ingersoll PC and by Special Disclosure Counsel, Kirkpatrick & Lockhart Nicholson Graham, LLP. The Authority expects that delivery of the Bonds in definitive form will be made in New York, New York, on or about June 8, 2005. UBS Financial Services Inc. Merrill Lynch & Co. Mesirow Financial, Inc. May 24, 2005 MATURITY SCHEDULE The Pittsburgh Water and Sewer Authority Water and Sewer System First Lien Revenue Bonds Series of 2005 Maturity September 1 Principal Coupon Yield Price 2006 $ 875,000 3.000% 2.82% 100.213 2007 970,000 3.000% 2.88% 100.254 2008 995,000 3.250% 2.95% 100.915 2009 1,030,000 3.250% 3.03% 100.864 2010 1,065,000 3.250% 3.13% 100.571 2011 1,095,000 3.200% 3.30% 99.437 2012 780,000 3.300% 3.40% 99.360 2012 350,000 3.375% 3.40% 99.837 2013 1,170,000 3.400% 3.55% 98.933 2014 1,210,000 3.500% 3.65% 98.829 2015 865,000 3.625% 3.75% 98.941 2015 385,000 3.700% 3.75% 99.574 2020 1,580,000 4.000% 4.21% 97.651 2021 1,645,000 4.125% 4.25% 98.539 2024 1,885,000 5.000% 4.24% 106.249 2025 85,000 4.250% 4.26% 99.859 2025 1,895,000 5.000% 4.26% 106.078 $ 2,665,000 5.000% Term Bonds due September 1, 2017 priced at 108.848 to yield 3.94% $ 6,485,000 5.000% Term Bonds due September 1, 2019 priced at 107.886 to yield 4.05% $ 3,505,000 5.000% Term Bonds due September 1, 2023 priced at 106.505 to yield 4.21% $ 8,960,000 5.000% Term Bonds due September 1, 2029 priced at 105.823 to yield 4.29% $10,890,000 5.000% Term Bonds due September 1, 2033 priced at 105.399 to yield 4.34% THE PITTSBURGH WATER AND SEWER AUTHORITY Joseph Preston, Jr., Chairman Richard Fees, Treasurer Len Bodack, Jr., Secretary Robert Provolt, Sr., Assistant Secretary/Assistant Treasurer Ann J. Davis, Member Gregory F. Tutsock, Executive Director AUTHORITY COUNSEL Thorp, Reed & Armstrong, LLP Pittsburgh, Pennsylvania AUTHORITY CONSULTING ENGINEER ATS - Chester Engineers Pittsburgh, Pennsylvania FINANCIAL ADVISOR PNC Capital Markets, Inc. Pittsburgh, Pennsylvania UNDERWRITERS UBS Financial Services Inc. Merrill Lynch & Co. Mesirow Financial, Inc. BOND COUNSEL Eckert Seamans Cherin & Mellott, LLC Pittsburgh, Pennsylvania UNDERWRITERS' COUNSEL Buchanan Ingersoll PC Pittsburgh, Pennsylvania SPECIAL DISCLOSURE COUNSEL Kirkpatrick & Lockhart Nicholson Graham, LLP Pittsburgh, Pennsylvania TRUSTEE AND PAYING AGENT J.P. Morgan Trust Company, National Association Pittsburgh, Pennsylvania No dealer, broker, salesperson or other person has been authorized by the Authority to give any information or to make any representation in connection with the Bonds or the matters described herein, other than those contained in this Official Statement, and, if given or made, such other information or representation must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. All quotations from and summaries and explanations of provisions of laws herein do not purport to be complete and reference is made to said laws for full and complete statements of their provisions. This Official Statement is not to be construed as a contract or agreement between the Authority and the purchasers or holders of any of the Bonds. Any statements made in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended merely as opinion and not as representations of fact. The information contained herein is subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority since the date hereof. The order and placement of materials in this Official Statement, including the Appendices, are not to be deemed to be a determination of relevance, materiality or importance, and this Official Statement, including the Appendices, must be considered in its entirety. The Authority has deemed this Official Statement to be final for the purposes of Rule 15c2- 12(b)(3) of the Securities and Exchange Commission. Other than with respect to information concerning MBIA Insurance Corporation ("MBIA") contained under the caption "Bond Insurance" and Appendix G “Form of Municipal Bond Insurance Policy” herein, none of the information in this Official Statement has been supplied or verified by MBIA and MBIA makes no representation or warranty, express or implied, as to (i) the accuracy or completeness of such information; (ii) the validity of the Bonds; or (iii) the tax exempt status of the interest on the Bonds.