3355000* the Parking Authority of the City Of
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PRELIMINARY OFFICIAL STATEMENT DATED MAY 3, 2012 NEW ISSUE Ratings: Standard & Poor’s: “AA-” (Stable Outlook) BOOK-ENTRY ONLY (Assured Guaranty Municipal Corp. Insured) Standard & Poor’s: “A-” (Underlying)(Stable Outlook) (See “Ratings” herein) In the opinion of Bond Counsel, under existing law, interest on the 2012 Bonds (including any original issue discount properly allocable to an owner thereof) is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, with respect to corporations (as defined for federal income tax purposes), such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed by Section 55 of the Code on such corporations. Under existing law, the 2012 Bonds are exempt from personal property taxes in Pennsylvania and the interest on the 2012 Bonds is exempt from Pennsylvania personal income tax and from Pennsylvania corporate net income tax. In rendering this opinion, Bond Counsel has assumed continuing compliance by the Authority with certain tax covenants to satisfy certain provisions of the Internal Revenue Code of 1986, as amended. See “TAX EXEMPTION” herein. nor may nor may any offer to buy be accepted prior $3,355,000* itation of an offer to buy, nor shall there be any shall there be any nor of an offer to buy, itation THE PARKING AUTHORITY OF THE CITY OF WASHINGTON Washington County, Pennsylvania Guaranteed Parking Revenue Refunding Bonds, Series of 2012 Dated: Date of Delivery of the Bonds Interest Payable: May 15 and November 15 ities laws of any such jurisdiction. Due: November 15, as shown on inside front cover First Interest Payment: November 15, 2012 The Guaranteed Parking Revenue Refunding Bonds, Series of 2012, dated as of the Date of Delivery, in the aggregate principal amount of $3,355,000* (the “Bonds” or the “2012 Bonds”) will be issued in fully registered form without coupons and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). So long as Cede & Co. is the registered owner, reference herein to the registered owner of the Bonds shall mean Cede & Co., and not the Beneficial Owners (as defined herein). DTC will act as securities depository of the Bonds, and purchases of beneficial ownership interest in the Bonds will be made in book- entry form only, in denominations of $5,000 or integral multiples thereof. Beneficial Owners will not receive certificates representing their interest in the Bonds. Interest on the Bonds is payable May 15 and November 15 of each year, commencing November 15, 2012, by The Bank of without notice. not be sold The Bonds may New York Mellon Trust Company, N.A., Pittsburgh, Pennsylvania, as trustee for the Bonds (the “Trustee”). So long as Cede & Co. is the registered owner, the Trustee will pay principal of, and interest on the Bonds to DTC, which will remit such principal and interest to its Statement constitute an offer to sell or the solic Statement constitute an offer to sell or the Participants (as defined herein), which will in turn remit such principal and interest to the Beneficial Owners of the Bonds, as more fully ification under the applicable secur described herein. See “BOOK ENTRY ONLY SYSTEM” herein. The Bonds are subject to redemption prior to maturity as more fully described herein. See “THE BONDS – Redemption” herein. The Bonds are issued pursuant to a Trust Indenture (the “Original Indenture”) dated as of May 1, 2006 as supplemented and amended by a First Supplemental Trust Indenture dated as of May 1, 2012 (the “First Supplemental Indenture,” and together with the Original Indenture, the “Indenture”) entered into by The Parking Authority of the City of Washington (the “Authority”) and the Trustee and are secured under the Indenture by an assignment and pledge to the Trustee of the Pledged Revenues from the Parking Garage, as defined in the Indenture, and by certain funds held under the Indenture. As additional security, the City of Washington (the “City”), Washington County, Pennsylvania, pursuant to the Guaranty Agreement (the “Guaranty”), among the Authority, the City and the Trustee, has unconditionally guaranteed the payment of the full amount of all principal and interest on the Bonds when due and for such payment has pledged its full faith and taxing power. The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under an insurance policy to be issued umstances shall this Preliminary Official umstances shall this Preliminary concurrently with the delivery of the Bonds by ASSURED GUARANTY MUNICIPAL CORP. d be unlawful prior to registration or qual or to registration d be unlawful prior THE BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM THE PLEDGED d herein are subject to completion or amendment or other change other subject to completionor are amendment or d herein REVENUES FROM THE PARKING GARAGE AND ARE NOT A DEBT OF WASHINGTON COUNTY, THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF, EXCEPT TO THE EXTENT OF THE GUARANTY OF licitation or sale woul licitation or THE CITY, NEITHER THE CREDIT NOR THE TAXING POWER OF WASHINGTON COUNTY, THE COMMONWEALTH OF PENNSYLVANIA NOR ANY POLITICAL SUBDIVISION THEREOF, EXCEPT TO THE EXTENT OF THE GUARANTY OF THE CITY, IS PLEDGED TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS. THE AUTHORITY HAS NO TAXING POWER. is delivered in final form. Under no circ Under form. in final is delivered The proceeds of the Bonds will be used for the following purposes: (1) currently refunding the Authority’s Guaranteed Parking Revenue Bonds, Series of 2006; (2) funding a debt service reserve fund; and (3) paying the costs of issuing and insuring the Bonds. MATURITY SCHEDULE (See Inside Front Cover) The Bonds are offered when, as and if issued by the Authority and received by the Underwriter, subject to prior sale and subject to the receipt of the approving legal opinion of Buchanan Ingersoll & Rooney PC, Pittsburgh, Pennsylvania, Bond Counsel. Certain additional matters will be passed upon for the Authority by Bergeren & Turturice, Washington, Pennsylvania, Solicitor to the Authority and to the City. The Bonds are expected to be available for delivery through the facilities of DTC in New York, New York on or about June 5, 2012. Janney Montgomery Scott LLC Official Statement Dated __________, 2012 _________________________ This Preliminary Official Statement and the information containe the time Preliminary Official Statement so in which such offer, the Bonds in any jurisdiction sale of *Preliminary, subject to change $3,355,000* The Parking Authority of the City of Washington Washington County, Pennsylvania Guaranteed Parking Revenue Refunding Bonds, Series of 2012 MATURITY SCHEDULE Principal Year Amount Interest Rate Yield Price CUSIP ** 11/15/2012 11/15/2013 11/15/2014 11/15/2015 11/15/2016 11/15/2017 11/15/2018 11/15/2019 11/15/2020 11/15/2021 11/15/2022 11/15/2023 11/15/2024 11/15/2025 11/15/2026 11/15/2027 11/15/2028 11/15/2029 11/15/2030 Total _____________________ *Preliminary, subject to change **The above CUSIP (Committee on Uniform Securities Identification Procedures) numbers have been assigned by an organization not affiliated with the Authority and the Authority is not responsible for the selection or use of the CUSIP numbers. The CUSIP numbers are included solely for the convenience of bondholders and no representation is made as to the correctness of such CUSIP numbers. CUSIP numbers assigned to securities may be changed during the term of such securities based on a number of factors including, but not limited to, the refunding or defeasance of such issue or the use of secondary market financial products. The Authority has not agreed to, and there is no duty or obligation to, update this Official Statement to reflect any change or correction in the CUSIP numbers set forth above. SUMMARY STATEMENT This Summary Statement is subject in all respects to more complete information contained elsewhere in this Official Statement. No person is authorized to detach this SUMMARY STATEMENT from this Official Statement or otherwise use it without the entire Official Statement. Issuer ........................................................ The Parking Authority of the City of Washington, Washington County, Pennsylvania (the “Authority) The Bonds ................................................ $3,355,000* aggregate principal amount, Guaranteed Parking Revenue Refunding Bonds, Series of 2012 (the “Bonds”). The Bonds are initially dated as of the Date of Delivery, and will mature as shown in the Bond Maturity Schedule shown on the inside of the Cover Page of this Official Statement. Interest on the Bonds will begin to accrue on the Date of Delivery and is payable each May 15 and November 15 thereafter commencing November 15, 2012. (See “THE BONDS” herein.) Redemption Provisions ........................... The Bonds are subject to both mandatory and optional redemption prior to their stated dates of maturity, as more fully described herein (See “THE BONDS – Redemption” herein.) Form of Bonds ......................................... Fully registered book-entry-only Bonds. Application of Proceeds .......................... The proceeds to be derived by the Authority from the issuance and sale of the Bonds will be used to finance